Common use of Golden Parachute Excise Tax Clause in Contracts

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be received by the Employee pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "excess parachute payment" within the meaning of Section 280G of the Code ("Excess Parachute Payment"), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations required to be made under this Section 6 shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Employee as requested by the Company or the Employee. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 shall be final and binding upon the Company and the Employee. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be received by the Employee Executive pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the Code ("“Excess Parachute Payment"”), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee Executive under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee Executive in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations required to be made under this Section 6 11 shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations to the Company and the Employee Executive as requested by the Company or the EmployeeExecutive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee Executive as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 11 shall be final and binding upon the Company and the EmployeeExecutive. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 611, the severance payment described in Section 3(c8(c) or 4(c9(c) will first be reduced and then the bonus described in Section 4(d9(d), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In Notwithstanding anything to the contrary, in the event that it is determined that any payment or distribution of any type to or for your benefit received or to be received by the Employee pursuant to (whether under this Agreement or otherwise) made by the Company, by any other planof its affiliates, program by any person who acquires ownership or arrangement effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Internal Revenue Code (the “Code”) Section 280G (“Section 280G”), and the regulations thereunder) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then such payments or distributions shall be payable as to such lesser amount which would result in no portion of such payments or distributions being subject to the Excise Tax. If a reduction in the Total Payments constituting “parachute payments” is necessary so that no portion of such Total Payments is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order: (1) reduction of cash payments for which the full amount is treated as a parachute payment; (2) cancellation of accelerated vesting (or, if necessary, payment) of cash awards for which the full amount is not treated as a parachute payment; (3) cancellation of any accelerated vesting of equity compensation awards; and (4) reduction of any continued employee benefits. In selecting the equity compensation awards (if any) for which vesting will be reduced under clause (3) of the preceding sentence, awards shall be selected in a manner that maximizes the after-tax aggregate amount of Total Payments provided to you; provided, that, if (and only if) necessary in order to avoid the imposition of an additional tax under Code Section 409A (“Section 409A”), awards instead shall be selected in the reverse order of the date of grant. For the avoidance of doubt, for purposes of measuring an equity compensation award’s value to you, such award’s value shall equal the then aggregate fair market value of the vested shares underlying the award less any aggregate exercise price less applicable taxes. Also, if two or more equity compensation awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall you have any discretion with respect to the ordering of payment reductions. However, notwithstanding the foregoing, if the imposition of such Excise Tax could be avoided by approval of stockholders as described in Section 280G(b)(5)(B), then you will be deemed to have requested that the Company solicit a vote of such stockholders (as described in Section 280G(b)(5)(B)) and in which case you will cooperate and execute any such waivers of compensation as may be necessary to enable the stockholder vote (if the Company in its sole discretion elects to solicit its stockholders) to comply with the requirements specified under Section 280G and the regulations promulgated thereunder. Any reduction in Total Payments required in connection with the stockholder vote shall be effected in the same manner provided in the preceding paragraph. In no event will the Company be required to gross up any payment or benefit to you to avoid the effects of the Excise Tax or to pay any regular or excise taxes arising from the application of the Excise Tax. All mathematical determinations and all determinations of whether any of its affiliates would constitute an "excess the Total Payments are “parachute payment" payments” (within the meaning of Section 280G of the Code ("Excess Parachute Payment"), then the payments under this Agreement shall be reduced (by the minimum possible amountsG) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations are required to be made under this Section 6 5, shall be made by a nationally recognized independent accounting audit firm mutually agreeable selected by the Company (the “Accountants”), who shall provide their determination, together with detailed supporting calculations regarding the amount of any relevant matters, both to the Company and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Employee as requested by the Company or the Employeeyou. All fees and expenses of the Accounting Firm Such determination shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant Accountants using reasonable good faith interpretations of the Code. As expressly permitted by Q/A #32 of the Section 280G regulations, with respect to performing any present value calculations that are required in connection with this Section 6 5, you and the Company each affirmatively elect to utilize the Applicable Federal Rates (“AFR”) that are in effect as of the Effective Date and the Accountants shall therefore use such AFRs in their determinations and calculations. Any determination by the Accountants shall be final and binding upon the Company and the Employeeyou, absent manifest error. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In the event that the benefits provided for in this Agreement or otherwise provided by the Company (or any payment subsidiary thereof) to the Employee (including, but not by way of limitation, any accelerated vesting on stock options) (the “Total Payments”) would subject the Employee to an excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company (or benefit received any subsidiary thereof that employs the Employee at such time) will pay the Employee (i) an amount sufficient to pay the excise tax, and (ii) an additional amount sufficient to pay the Excise Tax and federal, state and local income and employment taxes arising from the payments made by the Company (or any subsidiary thereof that employs the Employee at such time) pursuant to be received by this sentence. Any amount required to paid to the Employee pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "excess parachute payment" within the meaning of Section 280G of the Code ("Excess Parachute Payment"), then the payments under this Agreement preceding sentence shall be reduced (by referred to as the minimum possible amounts) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after“Gross-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Up Payment.” (b) All determinations The determination of the Employee’s Excise Tax liability and the amount, if any, required to be made paid under this Section 6 4 will be made in writing by the Company’s independent auditors (the “Accountants”). For purposes of making the calculations required by this Section 4, the Employee shall be made by a nationally recognized independent accounting firm mutually agreeable deemed to pay federal, state and local income taxes at the highest marginal rate in effect in the calendar year in which the Gross-Up Payment will be made, based on the Employee’s residence. The Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company (or any subsidiary thereof that employs the Employee at such time) and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations furnish to the Company Accountants such information and documents as the Employee as requested by the Company or the Employee. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant Accountants may reasonably request in order to make a determination under this Section 6 shall be final and binding upon 4. The Company will pay all costs the Company and the EmployeeAccountants may reasonably incur in connection with any calculations contemplated by this Section 4. (c) To The Accountants shall determine the extent Gross-Up Payment as soon as practicable after the Employee’s termination of employment (but in no event later than 15 days after the termination). In addition, the Accountants shall make a determination of any payment Gross-Up Payment prior to termination of employment upon written request of the Employee and assuming the Employee has a reasonable basis for believing that the or benefit she may be entitled to a Gross-Up Payment prior to termination of employment. The Gross-Up Payment shall be paid to the Employee within five days after the Accountants’ determination. In the event that the initial Gross-Up Payment made to the Employee is finally determined to be reduced pursuant to this Section 6too large or small, the severance following rules shall apply. If the initial Gross-Up Payment was too small, the Company (or any subsidiary thereof that employs the Employee at such time) shall promptly made an additional payment described in Section 3(c) to the Employee equal to the shortfall (plus any interest, penalties or 4(c) will first be reduced and additional payable by executive with respect to such excess). If the initial Gross-Up Payment is too large, then the bonus described in Section 4(dEmployee shall repay the amount of the excess to the Company (or any subsidiary that has made such payment to the Employee), plus interest on the amount of such repayment at 120% of the applicable federal rate provided in each case section 1274 of the Code, but only to the extent necessarythat such repayment by the Employee would result in a dollar-for-dollar reduction in the Executive’s taxable income and wages for purposes of federal, state and local income and employment taxes). The Executive and the Company (or any subsidiary thereof that employs the Employee at such time) shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of the Excise Tax with respect to the Total Payments (and associated income taxes, penalties and interest).

Golden Parachute Excise Tax. a. Notwithstanding anything in the foregoing to the contrary, if any of the payments to you (aprior to any reduction described in this paragraph) In the event that any payment or benefit received or to be received by the Employee pursuant to provided for in this Agreement or Agreement, together with any other plan, program or arrangement of payments which you have the right to receive from the Company or any corporation which is a member of its affiliates an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute an "excess a “parachute payment" within ” (as defined in Section 280G(b)(2) of the meaning Code) and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 280G 4999 of the Code ("Excess Parachute Payment"“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to any reduction as described in this paragraph) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed at the highest applicable marginal rate). If a reduction of the Payments to the Safe Harbor Amount is necessary, then the payments under this Agreement reduction shall be reduced occur in the following order unless you elect in writing a different order (by the minimum possible amounts) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction election shall be subject to Company approval if made if on or after the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to date on which the Employee would otherwise be entitled without such event that triggers the Payments occurs): reduction would be greater than of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt event that acceleration of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence vesting of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations required to be made under this Section 6 shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Employee as requested by the Company or the Employee. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 shall be final and binding upon the Company and the Employee. (c) To the extent any payment or benefit stock award is to be reduced pursuant to this Section 6reduced, such acceleration of vesting shall be cancelled in the severance payment described reverse order of the date of grant of your stock awards unless you elect in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessarywriting a different order for cancellation.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be received by the Employee Executive pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended ("Excess Parachute Payment"the “Code”), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee Executive under this Agreement constitutes an Excess Parachute Payment“excess parachute payment” within the meaning of Section 280G of the Code; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment“excess parachute payment”, then an additional payment shall be promptly made to the Employee Executive in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Paymentexcess parachute payment. (b) All determinations required to be made under this Section 6 shall be made by the Company and reviewed by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations to the Company and the Employee Executive as requested by the Company or the EmployeeExecutive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee Executive as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 11 shall be final and binding upon the Company and the EmployeeExecutive. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 6Section, the severance payment payments described in Section 3(c) or 4(c) this Agreement will first be reduced and in the following order: the severance payment, then the bonus described in Section 4(d)payment, and then any supplemental pension benefits, in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be received by the Employee Executive pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Excess Parachute PaymentCode"), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee Executive under this Agreement constitutes an Excess Parachute Payment"excess parachute payment" within the meaning of Section 280G of the Code; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment"excess parachute payment", then an additional payment shall be promptly made to the Employee Executive in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Paymentexcess parachute payment. (b) All determinations required to be made under this Section 6 11 shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee Executive (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Employee Executive as requested by the Company or the EmployeeExecutive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee Executive as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 11 shall be final and binding upon the Company and the EmployeeExecutive. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 611, the severance payment described in Section 3(c8(c) or 4(c9(c) will first be reduced and reduced, then the bonus described in Section 4(d9(d), and then the supplemental pen- sion benefits described in Section 9(f), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be received by the Employee Executive pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Excess Parachute PaymentCode"), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee Executive under this Agreement constitutes an Excess Parachute Payment"excess parachute payment" within the meaning of Section 280G of the Code; provided, howeverhow- ever, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment"excess parachute payment", then an additional payment shall be promptly made to the Employee Executive in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Paymentexcess parachute payment. (b) All determinations required to be made under this Section 6 11 shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee Executive (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Employee Executive as requested by the Company or the EmployeeExecutive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee Executive as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 11 shall be final and binding upon the Company and the EmployeeExecutive. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 611, the severance payment described in Section 3(c8(c) or 4(c9(c) will first be reduced and reduced, then the bonus described in Section 4(d9(d), and then the supplemental pension benefits described in Section 9(f), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In the event that the benefits provided for in this Agreement or otherwise provided by the Company (or any payment subsidiary thereof) to the Employee (including, but not by way of limitation, any accelerated vesting on stock options) (the “Total Payments”) would subject the Employee to an excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company (or benefit received any subsidiary thereof that employs the Employee at such time) will pay the Employee (i) an amount sufficient to pay the excise tax, and (ii) an additional amount sufficient to pay the Excise Tax and federal, state and local income and employment taxes arising from the payments made by the Company (or any subsidiary thereof that employs the Employee at such time) pursuant to be received by this sentence. Any amount required to paid to the Employee pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "excess parachute payment" within the meaning of Section 280G of the Code ("Excess Parachute Payment"), then the payments under this Agreement preceding sentence shall be reduced (by referred to as the minimum possible amounts) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after“Gross-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Up Payment.” (b) All determinations The determination of the Employee’s Excise Tax liability and the amount, if any, required to be made paid under this Section 6 4 will be made in writing by the Company’s independent auditors (the “Accountants”). For purposes of making the calculations required by this Section 4, the Employee shall be made by a nationally recognized independent accounting firm mutually agreeable deemed to pay federal, state and local income taxes at the highest marginal rate in effect in the calendar year in which the Gross-Up Payment will be made, based on the Employee’s residence. The Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company (or any subsidiary thereof that employs the Employee at such time) and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations furnish to the Company Accountants such information and documents as the Employee as requested by the Company or the Employee. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant Accountants may reasonably request in order to make a determination under this Section 6 shall be final and binding upon 4. The Company will pay all costs the Company and the EmployeeAccountants may reasonably incur in connection with any calculations contemplated by this Section 4. (c) To The Accountants shall determine the extent Gross-Up Payment as soon as practicable after the Employee’s termination of employment (but in no event later than 15 days after the termination). In addition, the Accountants shall make a determination of any payment Gross-Up Payment prior to termination of employment upon written request of the Employee and assuming the Employee has a reasonable basis for believing that he or benefit she may be entitled to a Gross-Up Payment prior to termination of employment. The Gross-Up Payment shall be paid to the Employee within five days after the Accountants’ determination. In the event that the initial Gross-Up Payment made to the Employee is finally determined to be reduced pursuant to this Section 6too large or small, the severance following rules shall apply. If the initial Gross-Up Payment was too small, the Company (or any subsidiary thereof that employs the Employee at such time) shall promptly make an additional payment described in Section 3(c) to the Employee equal to the shortfall (plus any interest, penalties or 4(c) will first be reduced and additional payable by executive with respect to such excess). If the initial Gross-Up Payment is too large, then the bonus described in Section 4(dEmployee shall repay the amount of the excess to the Company (or any subsidiary that has made such payment to the Employee), plus interest on the amount of such repayment at 120% of the applicable federal rate provided in each case section 1274 of the Code, but only to the extent necessarythat such repayment by the Employee would result in a dollar-for-dollar reduction in the Executive’s taxable income and wages for purposes of federal, state and local income and employment taxes). The Executive and the Company (or any subsidiary thereof that employs the Employee at such time) shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of the Excise Tax with respect to the Total Payments (and associated income taxes, penalties and interest).

Golden Parachute Excise Tax. (a) 10.1 In the event that any payment or benefit received or to be received by the Employee Executive pursuant to this Agreement or any other plan, program program, or arrangement of the Company or any of its affiliates would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the Code ("“Excess Parachute Payment"”), then the payments any Severance Benefit payable under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee Executive under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local local, or other income and excise taxes) to which the Employee Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local local, or other income and excise taxes) to the Employee Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) 10.2 All determinations required to be made under this Section 6 shall 10 shall, if not otherwise voluntarily agreed to by the Parties, be made by a nationally or regionally recognized independent accounting firm mutually agreeable to chosen by the Company and reasonably acceptable to the Employee Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations to the Company and the Employee Executive as requested by the Company or the EmployeeExecutive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee Executive as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 10 shall be final and binding upon the Company and the EmployeeExecutive. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be received by the Employee pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the Code ("“Excess Parachute Payment"”), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations required to be made under this Section 6 shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee (the "“Accounting Firm"”) which shall provide detailed supporting calculations to the Company and the Employee as requested by the Company or the Employee. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 shall be final and binding upon the Company and the Employee. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) a. In the event that any payment or benefit received or to be received by the Employee pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Excess Parachute PaymentCode"), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment"excess parachute payment" within the meaning of Section 280G of the Code; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, "excess parachute payment," then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Paymentexcess parachute payment. (b) b. All determinations required to be made under this Section 6 3 shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Employee as requested by the Company or the Employee. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 3 shall be final and binding upon the Company and the Employee. (c) c. To the extent any payment or benefit is to be reduced pursuant to this Section 63, the severance payment described in Section 3(c) or 4(c1(c) will first be reduced and reduced, then the bonus described in Section 4(d1(d), and then the supplemental pension benefits described in Section 1(f), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be received by the Employee pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates (a “Payment”) would constitute an "excess a “parachute payment" ” within the meaning of Section 280G of Code and, but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code ("Excess Parachute Payment"the “Excise Tax”), then the payments under this Agreement Employee shall have the option of having such Payment be equal to a reduced amount. Such reduced amount shall be reduced calculated as either (by i) the minimum possible amounts) until largest portion of the Payment that would result in no amount payable portion of the Payment being subject to the Employee under this Agreement constitutes an Excess Parachute Excise Tax or (ii) the largest portion, up to and including the total, of the Payment; provided, howeverwhichever amount, that no such reduction shall be made if the net after-tax payment (after taking into account Federalall applicable federal, statestate and local employment taxes, local income taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in the Employee’s receipt, on an after-tax basis, of the greater amount of the Payment, notwithstanding that all or other income some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the reduced amount, the reduction shall occur in the following order: a reduction of cash payments; cancellation of accelerated vesting of stock awards, if applicable; and excise taxes) reduction of employee benefits. The Employee’s election to which take a reduced amount, if any, shall be irrevocable and shall be made prior to the Employee time such payment would otherwise be entitled without such reduction would be greater than due. If the net after-tax payment (after taking into account FederalCompany reasonably determines that this Section 10 may apply, state, local or other income and excise taxes) it shall engage an independent accounting firm to perform the foregoing calculations. The Company shall bear all expenses with respect to the Employee resulting from the receipt of determinations by such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations accounting firm required to be made under this Section 6 hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Employee and the Company, at least five days in advance of the date on which the Employee’s right to a Payment is triggered (if requested at that time by the Employee or the Company) or at such other time as requested. Any good-faith determinations of the accounting firm made hereunder shall be made by a nationally recognized independent accounting firm mutually agreeable to final, binding and conclusive upon the Company Employee and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Employee as requested by the Company or the Employee. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 shall be final and binding upon the Company and the EmployeeCompany. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In the event that If any payment or benefit received or to be received by the Employee Officer would receive pursuant to this Agreement a Change in Control from the Employer or any other plan, program or arrangement of the Company or any of its affiliates otherwise (“Payment”) would (i) constitute an "excess a “parachute payment" ” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code ("Excess Parachute Payment"the “Excise Tax”), then the payments under this Agreement Employer shall cause to be determined, before any amounts of the Payment are paid to Officer, which of the following two amounts would maximize Officer’s after-tax proceeds: (i) payment in full of the entire amount of the Payment (a “Full Payment”), or (ii) payment of only a part of the Payment so that Officer receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), whichever amount results in Officer’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a Reduced Payment, the Employer shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes) required to be paid by Officer. If a Reduced Payment is made, (i) the Payment shall be reduced (by the minimum possible amounts) until no amount payable paid only to the Employee extent permitted under this Agreement constitutes an Excess Parachute the Reduced Payment alternative, and Officer shall have no rights to any additional payments and/or benefits constituting the Payment; , and (ii) reduction in payments and/or benefits shall occur in the following order unless Officer elects in writing a different order (provided, however, that no such reduction election shall be subject to Employer approval if made if on or after the net date on which the event that triggers the Payment occurs):, reduction of cash payments, cancellation of accelerated vesting of stock awards and reduction of other benefits. In the event that acceleration of compensation from Officer’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant unless Officer elects in writing a different order for cancellation. (b) The provisions of this Section 5.3.7(b) shall apply only in the event that it is determined that: (i) the Payment would result in an Excise Tax, and (ii) a Full Payment would maximize Officer’s after-tax payment proceeds pursuant to Section (after taking into account Federala). In such event, state, local or other income the Employer shall pay and excise taxes) to which the Employee would otherwise Officer shall be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then receive an additional payment (a “Gross-Up Payment”) from the Employer in an amount such that after the payment of all taxes (including, without limitation, any income or employment taxes, any interest or penalties imposed with respect to such taxes, and any additional excise tax imposed by Section 4999 of the Code) on the Gross-Up Payment, Officer shall be promptly made to the Employee in retain an amount equal to the full Excise Tax imposed upon the Payment. For purposes of determining the amount of the Gross-Up Payment, Officer shall be deemed to have: paid federal income taxes at the highest marginal rate of federal income and employment taxation for the calendar year in which the Gross-Up Payment is to be made, and paid applicable state and local income taxes at the highest rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Except as otherwise provided herein, Officer shall not be entitled to any additional payments or other indemnity arrangements in connection with the Payment or the Gross-Up Payment. Notwithstanding the foregoing, the amount that can be paid without causing any payment to constitute an Excess Parachute Paymentof the Gross-Up Payment in no event shall exceed five hundred thousand ($500,000). (bc) All The independent registered public accounting firm engaged by the Employer for general audit purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Section 6 5.3.7. If the independent registered public accounting firm so engaged by the Employer is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Employer shall be made by appoint a different nationally recognized independent registered public accounting firm mutually agreeable to make the determinations required hereunder. The Employer shall bear all expenses with respect to the Company and determinations by such independent registered public accounting firm required to be made hereunder. The independent registered public accounting firm engaged to make the Employee (the "Accounting Firm") which determinations hereunder shall provide its calculations, together with detailed supporting calculations documentation, to the Company Employer and Officer within fifteen (15) calendar days after the Employee date on which Officer’s right to a Payment is triggered (if requested at that time by the Employer or Officer) or at such other time as requested by the Company Employer. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the Employee. All fees and expenses application of the Accounting Firm Reduced Amount, it shall furnish the Employer and Officer with an opinion reasonably acceptable to Officer that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be borne solely by the Company final, binding and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 shall be final and binding conclusive upon the Company Employer and the EmployeeOfficer. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessary.

Golden Parachute Excise Tax. (ai) In Notwithstanding anything to the event contrary in this Agreement, or in any other agreement, arrangement or plan, if the Tax Consultant (as defined below) determines that any payment of the payments or benefit received benefits provided or to be received by provided to the Employee Executive or for the Executive's benefit pursuant to the terms of this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would otherwise ("Covered Payments") constitute an parachute payments ("excess parachute payment" Parachute Payments") within the meaning of Code Section 280G of and would, but for this Section 4.01, be subject to the excise tax imposed under Code Section 4999 (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the "Excess Parachute PaymentExcise Tax"), then either (A) the payments Covered Payments shall be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the "Reduced Amount"); or (B) the Covered Payments due under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable paid in full to the Employee under this Agreement constitutes an Excess Parachute Payment; providedExecutive, however, that no such reduction shall be made but only if the net Executive receipt’s on an after-tax payment basis of the full amount of such Covered Payments (after taking into account Federalapplicable federal, statestate and local income, local or other income employment and excise taxes, including the Excise Tax) to which would result in the Employee would otherwise be entitled without such reduction would be Executive receiving an amount at least ten percent (10%) greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute PaymentReduced Amount. (b1) All determinations required cash payments shall be reduced before non-cash payments; and (2) payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date. (ii) The Tax Consultant shall provide to the Bank and the Executive a copy of its calculations. All determinations made by the Tax Consultant under this Section 6 4.01 shall be binding upon the Bank and the Executive and shall be made by a nationally recognized independent accounting firm mutually agreeable within thirty (30) days following the date of the Executive's Qualifying Termination. The Bank and the Executive shall provide to the Company Tax Consultant such information and documents as the Employee (Tax Consultant may reasonably request in order to perform the "Accounting Firm") which shall provide detailed supporting calculations to and make the Company determinations required under this Section 4.01. For purposes of making such calculations and determinations, the Employee as requested by Tax Consultant may rely on reasonable, good faith assumptions and approximations concerning the Company or the Employeeapplication of Code Sections 280G and 4999. All fees and expenses of the Accounting Firm Tax Consultant pursuant to this Section 4.01 shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 shall be final and binding upon the Company and the EmployeeBank. (ciii) To the extent any payment or benefit is to be reduced pursuant to For purposes of this Section 64.01, the severance payment described in Section 3(c) term “Tax Consultant” shall mean an independent accounting firm or 4(c) will first be reduced independent tax counsel designated by the Bank promptly following the Executive’s Qualifying Termination and then the bonus described in Section 4(d), in each case only reasonably acceptable to the extent necessaryExecutive.

Golden Parachute Excise Tax. (a) In Prior to the event effective date of an IPO, notwithstanding anything to the contrary, if it is determined that any payment or distribution of any type to or for your benefit received or to be received by the Employee pursuant to (whether under this Agreement or otherwise) made by the Company, by any other planof its affiliates, program by any person who acquires ownership or arrangement effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Internal Revenue Code (the “Code”) Section 280G (“Section 280G”), and the regulations thereunder) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then the Company shall “gross-up” the amount payable to you (including gross-ups for the additional income and excise taxes) such that the net amount realizable by you is the same as if there were no such excise taxes or income taxes. Such payment shall be made to you within thirty (30) days of notification by the Internal Revenue Service that there are Excise Taxes owed. On or after the effective date of an IPO, notwithstanding anything to the contrary, if it is determined that the Total Payments would be subject to the Excise Tax, then such payments or distributions shall be payable as to such lesser amount which would result in no portion of such payments or distributions being subject to the Excise Tax. If a reduction in the Total Payments constituting “parachute payments” is necessary so that no portion of such Total Payments is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order: (1) reduction of cash payments for which the full amount is treated as a parachute payment; (2) cancellation of accelerated vesting (or, if necessary, payment) of cash awards for which the full amount is not treated as a parachute payment; (3) cancellation of any accelerated vesting of equity compensation awards; and (4) reduction of any continued employee benefits. In selecting the equity compensation awards (if any) for which vesting will be reduced under clause (3) of the preceding sentence, awards shall be selected in a manner that maximizes the after-tax aggregate amount of Total Payments provided to you; provided, that, if (and only if) necessary in order to avoid the imposition of an additional tax under Code Section 409A (“Section 409A”), awards instead shall be selected in the reverse order of the date of grant. For the avoidance of doubt, for purposes of measuring an equity compensation award’s value to you, such award’s value shall equal the then aggregate fair market value of the vested shares underlying the award less any aggregate exercise price less applicable taxes. Also, if two or more equity compensation awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall you have any discretion with respect to the ordering of payment reductions. However, notwithstanding the foregoing, if the imposition of such Excise Tax could be avoided by approval of stockholders as described in Section 280G(b)(5)(B), then you will be deemed to have requested that the Company solicit a vote of such stockholders (as described in Section 280G(b)(5)(B)) and in which case you will cooperate and execute any such waivers of compensation as may be necessary to enable the stockholder vote (if the Company in its sole discretion elects to solicit its stockholders) to comply with the requirements specified under Section 280G and the regulations promulgated thereunder. Any reduction in Total Payments required in connection with the stockholder vote shall be effected in the same manner provided in the preceding paragraph. In no event, on or after the effective date of an IPO, will the Company be required to gross up any payment or benefit to you to avoid the effects of the Excise Tax or to pay any regular or excise taxes arising from the application of the Excise Tax. All mathematical determinations and all determinations of whether any of its affiliates would constitute an "excess the Total Payments are “parachute payment" payments” (within the meaning of Section 280G of the Code ("Excess Parachute Payment"), then the payments under this Agreement shall be reduced (by the minimum possible amountsG) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations are required to be made under this Section 6 5, shall be made by a nationally recognized independent accounting audit firm mutually agreeable selected by the Company (the “Accountants”), who shall provide their determination, together with detailed supporting calculations regarding the amount of any relevant matters, both to the Company and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Employee as requested by the Company or the Employeeyou. All fees and expenses of the Accounting Firm Such determination shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant Accountants using reasonable good faith interpretations of the Code. As expressly permitted by Q/A #32 of the Section 280G regulations, with respect to performing any present value calculations that are required in connection with this Section 6 5, you and the Company each affirmatively elect to utilize the Applicable Federal Rates (“AFR”) that are in effect as of the Effective Date and the Accountants shall therefore use such AFRs in their determinations and calculations. Any determination by the Accountants shall be final and binding upon the Company and the Employeeyou, absent manifest error. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In the event that the benefits provided for in this Agreement or otherwise provided by the Company (or any payment subsidiary thereof) to the Employee (including, but not by way of limitation, any accelerated vesting on stock options) (the “Total Payments”) would subject the Employee to an excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company (or benefit received any subsidiary thereof that employs the Employee at such time) will pay the Employee (i) an amount sufficient to pay the excise tax, and (ii) an additional amount sufficient to pay the Excise Tax and federal, state and local income and employment taxes arising from the payments made by the Company (or any subsidiary thereof that employs the Employee at such time) pursuant to be received by this sentence. Any amount required to paid to the Employee pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "excess parachute payment" within the meaning of Section 280G of the Code ("Excess Parachute Payment"), then the payments under this Agreement preceding sentence shall be reduced (by referred to as the minimum possible amounts) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after“Gross-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Up Payment.” (b) All determinations The determination of the Employee’s Excise Tax liability and the amount, if any, required to be made paid under this Section 6 4 will be made in writing by the Company’s independent auditors (the “Accountants”). For purposes of making the calculations required by this Section 4, the Employee shall be made by a nationally recognized independent accounting firm mutually agreeable deemed to pay federal, state and local income taxes at the highest marginal rate in effect in the calendar year in which the Gross-Up Payment will be made, based on the Employee’s residence. The Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company (or any subsidiary thereof that employs the Employee at such time) and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations furnish to the Company Accountants such information and documents as the Employee as requested by the Company or the Employee. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant Accountants may reasonably request in order to make a determination under this Section 6 shall be final and binding upon 4. The Company will pay all costs the Company and the EmployeeAccountants may reasonably incur in connection with any calculations contemplated by this Section 4. (c) To The Accountants shall determine the extent Gross-Up Payment as soon as practicable after the Employee’s termination of employment (but in no event later than 15 days after the termination). In addition, the Accountants shall make a determination of any payment Gross-Up Payment prior to termination of employment upon written request of the Employee and assuming the Employee has a reasonable basis for believing that the or benefit she may be entitled to a Gross-Up Payment prior to termination of employment. The Gross-Up Payment shall be paid to the Employee within five days after the Accountants’ determination. In the event that the initial Gross-Up Payment made to the Employee is finally determined to be reduced pursuant to this Section 6too large or small, the severance following rules shall apply. If the initial Gross-Up Payment was too small, the Company (or any subsidiary thereof that employs the Employee at such time) shall promptly made an additional payment described in Section 3(c) to the Employee equal to the shortfall (plus any interest, penalties or 4(c) will first be reduced and additional payable by executive with respect to such excess). If the initial Gross-Up Payment is too large, then the bonus described in Section 4(dEmployee shall repay the amount o£ the excess to the Company (or any subsidiary that has made such payment to the Employee), plus interest on the amount of such repayment at 120% of the applicable federal rate provided in each case section 1274 of the Code, but only to the extent necessarythat such repayment by the Employee would result in a dollar-for-dollar reduction in the Executive’s taxable income and wages for purposes of federal, state and local income and employment taxes). The Executive and the Company (or any subsidiary thereof that employs the Employee at such time) shall each reasonably cooperate, with the other in connection with any administrative or judicial proceedings concerning the existence or amount of the Excise Tax with respect to the Total Payments (and associated income taxes, penalties and interest).

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be received by the Employee pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "excess parachute payment" within the meaning of Section 280G of the 2800 ofthe Code ("Excess Parachute Payment"), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would - 7 otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) a. All determinations required to be made under this Section 6 shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Employee as requested by the Company or the Employee. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 shall be final and binding upon the Company and the Employee. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be that is either received by Younger or paid by the Employee pursuant Company on his behalf or any property or any other benefit provided to him under this Agreement or under any other plan, program arrangement or arrangement of agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of its affiliates ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with Younger's employment by the Company) (collectively, the "Company Payments"), will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority), the amounts of any Company Payments shall be automatically reduced to an amount one dollar less than an amount that would constitute an subject Younger to the Excise Tax. The dollar amount of the reduction, if any, to be made with respect to any Company Payments shall be determined by the Company's Accountants (as such term is defined in Section 13(b) below) on or before the date such Company Payments are due and payable to Younger. (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of such Excise Tax, (x) the Company Payments shall be treated as "excess parachute paymentpayments" within the meaning of Section 280G(b)(2) of the Code, and all "parachute payments" in excess of the "base amount" (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company's independent certified public accountants, Deloitte & Touche LLP, San Francisco (the "Accountants") such Company Payments (in whole or in part) either do not constitute "parachute payments," represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the "base amount" or are otherwise not subject to the Excise E54 Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code Code. In the event that the Accountants are serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Younger may appoint another nationally recognized accounting firm to make the determinations hereunder (which accounting firm shall then be referred to as the "Excess Parachute Payment"Accountants" hereunder), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations required to be made under this Section 6 hereunder shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee (the "Accounting Firm") Accountants which shall provide detailed supporting calculations both to the Company and the Employee Younger at such time as it is requested by the Company or Younger. If the Employee. All fees and expenses of the Accounting Firm shall Accountants determine that payments under this Agreement must be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm reduced pursuant to this Section 6 paragraph, they shall furnish Younger with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the EmployeeYounger. (c) To The Company agrees that it shall be responsible for all charges of the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessaryAccountant.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be that is either received by Txxxx or paid by the Employee pursuant Company on his behalf or any property or any other benefit provided to him under this Agreement or under any other plan, program arrangement or arrangement of agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of its affiliates ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with Txxxx'x employment by the Company) (collectively, the "Company Payments"), will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority), the amounts of any Company Payments shall be automatically reduced to an amount one dollar less than an amount that would constitute an subject Txxxx to the Excise Tax. The dollar amount of the reduction, if any, to be made with respect to any Company Payments shall be determined by the Company's Accountants (as such term is defined in Section 13(b) below) on or before the date such Company Payments are due and payable to Txxxx. (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of such Excise Tax, (x) the Company Payments shall be treated as "excess parachute paymentpayments" within the meaning of Section 280G(b)(2) of the Code, and all "parachute payments" in excess of the "base amount" (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company's independent certified public accountants, Deloitte & Touche LLP, San Francisco (the "Accountants") such Company Payments (in whole or in part) either do not constitute "parachute payments," represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the "base amount" or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of E34 Section 280G of the Code Code. In the event that the Accountants are serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Txxxx may appoint another nationally recognized accounting firm to make the determinations hereunder (which accounting firm shall then be referred to as the "Excess Parachute Payment"Accountants" hereunder), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations required to be made under this Section 6 hereunder shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee (the "Accounting Firm") Accountants which shall provide detailed supporting calculations both to the Company and the Employee Txxxx at such time as it is requested by the Company or Txxxx. If the Employee. All fees and expenses of the Accounting Firm shall Accountants determine that payments under this Agreement must be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm reduced pursuant to this Section 6 paragraph, they shall furnish Txxxx with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the EmployeeTxxxx. (c) To The Company agrees that it shall be responsible for all charges of the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessaryAccountant.

Golden Parachute Excise Tax. (a) In the event that If any payment or benefit received or to be received by the Employee Officer would receive pursuant to this Agreement a Change in Control from the Employer or any other plan, program or arrangement of the Company or any of its affiliates otherwise (“Payment”) would (i) constitute an "excess a “parachute payment" ” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code ("Excess Parachute Payment"the “Excise Tax”), then the payments under this Agreement Employer shall cause to be determined, before any amounts of the Payment are paid to Officer, which of the following two amounts would maximize Officer’s after-tax proceeds: (i) payment in full of the entire amount of the Payment (a “Full Payment), or (ii) payment of only a part of the Payment so that Officer receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), whichever amount results in Officer’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a Reduced Payment, the Employer shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes) required to be paid by Officer. If a Reduced Payment is made, (i) the Payment shall be reduced (by the minimum possible amounts) until no amount payable paid only to the Employee extent permitted under this Agreement constitutes an Excess Parachute the Reduced Payment alternative, and Officer shall have no rights to any additional payments and/or benefits constituting the Payment; , and (ii) reduction in payments and/or benefits shall occur in the following order unless Officer elects in writing a different order (provided, however, that no such reduction election shall be subject to Employer approval if made if on or after the net date on which the event that triggers the Payment occurs):, reduction of cash payments, cancellation of accelerated vesting of stock awards and reduction of other benefits. In the event that acceleration of compensation from Officer’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant unless Officer elects in writing a different order for cancellation. (b) The provisions of this Section 5.3.7(b) shall apply only in the event that it is determined that: (i) the Payment would result in an Excise Tax, and (ii) a Full Payment would maximize Officer’s after-tax payment proceeds pursuant to Section (after taking into account Federala). In such event, state, local or other income the Employer shall pay and excise taxes) to which the Employee would otherwise Officer shall be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then receive an additional payment (a “Gross-Up Payment”) from the Employer in an amount such that after the payment of all taxes (including, without limitation, any income or employment taxes, any interest or penalties imposed with respect to such taxes, and any additional excise tax imposed by Section 4999 of the Code) on the Gross-Up Payment, Officer shall be promptly made to the Employee in retain an amount equal to the full Excise Tax imposed upon the Payment. For purposes of determining the amount of the Gross-Up Payment, Officer shall be deemed to have: paid federal income taxes at the highest marginal rate of federal income and employment taxation for the calendar year in which the Gross-Up Payment is to be made, and paid applicable state and local income taxes at the highest rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Except as otherwise provided herein, Officer shall not be entitled to any additional payments or other indemnity arrangements in connection with the Payment or the Gross-Up Payment. Notwithstanding the foregoing, the amount that can be paid without causing any payment to constitute an Excess Parachute Paymentof the Gross-Up Payment in no event shall exceed $500,000. (bc) All The independent registered public accounting firm engaged by the Employer for general audit purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Section 6 5.3.7. If the independent registered public accounting firm so engaged by the Employer is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Employer shall be made by appoint a different nationally recognized independent registered public accounting firm mutually agreeable to make the determinations required hereunder. The Employer shall bear all expenses with respect to the Company and determinations by such independent registered public accounting firm required to be made hereunder. The independent registered public accounting firm engaged to make the Employee (the "Accounting Firm") which determinations hereunder shall provide its calculations, together with detailed supporting calculations documentation, to the Company Employer and Officer within 15 calendar days after the Employee date on which Officer’s right to a Payment is triggered (if requested at that time by the Employer or Officer) or at such other time as requested by the Company Employer. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the Employee. All fees and expenses application of the Accounting Firm Reduced Amount, it shall furnish the Employer and Officer with an opinion reasonably acceptable to Officer that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be borne solely by the Company final, binding and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 shall be final and binding conclusive upon the Company Employer and the EmployeeOfficer. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In the event that it is determined that any payment or distribution of any type to or for the benefit received or to be received of the Executive made by the Employee pursuant to this Agreement Company, by any of its affiliates, by any person who acquires ownership or any other plan, program or arrangement effective control of the Company or any ownership of its affiliates would constitute an "excess parachute payment" a substantial portion of the Company’s assets (within the meaning of Code Section 280G G, and the regulations thereunder or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), would be subject to the excise tax imposed by Code Section 4999 or any interest or penalties with respect to such excise tax ("Excess Parachute Payment"such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then the such payments under this Agreement or distributions shall be reduced payable either in (by the minimum possible amountsx) until full or (y) as to such lesser amount which would result in no amount payable portion of such payments or distributions being subject to the Employee under this Agreement constitutes Excise Tax and Executive shall receive the greater, on an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment basis, of (after taking into account Federal, state, local x) or other income and excise taxes(y) above. In order to which produce the Employee would otherwise be entitled without such reduction would be greater than the net best possible after-tax payment (after taking into account Federalresult for Executive, state, local or other income and excise taxes) Executive hereby agrees to the Employee resulting from the receipt reduction of such any payments with such reduction. Ifor benefits under this Agreement, as a result of subsequent events well as any other payments or conditions (including a subsequent payment or absence of a subsequent payment benefits provided for under this Agreement or other plan, program or arrangement agreements entered into between Executive and the Company that are included in the calculation of the Company or Total Payments, such as, for example, the accelerated vesting of equity awards. All mathematical determinations and all determinations of whether any of its affiliates), it is determined the Total Payments are “parachute payments” (within the meaning of Code Section 280G) that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations are required to be made under this Section 6 4(g), shall be made by a nationally recognized independent accounting audit firm mutually agreeable not retained by the Company at the time of the Change in Control (the “Accountants”), who shall provide their determination, together with detailed supporting calculations regarding the amount of any relevant matters, both to the Company and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations to the Executive within seven (7) business days of the Executive’s “separation from service” (within the meaning of Code Section 409A) from the Company and the Employee (“Termination Date”), if applicable, or such earlier time as is requested by the Company or the EmployeeCompany. All fees and expenses of the Accounting Firm Such determination shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 Accountants using reasonable good faith interpretations of the Code. Any determination by the Accountants shall be final and binding upon the Company and the Employee. Executive, absent manifest error. If a reduction in the Total Payments constituting “parachute payments” is necessary so that no portion of such Total Payments is subject to the excise tax under Code Section 4999, the reduction shall occur in the following order: (c1) To reduction of cash payments for which the extent full amount is treated as a parachute payment; (2) cancellation of accelerated vesting (or, if necessary, payment) of cash awards for which the full amount in not treated as a parachute payment; (3) cancellation of any payment or benefit is to accelerated vesting of equity awards; and (4) reduction of any continued employee benefits. In selecting the equity awards (if any) for which vesting will be reduced pursuant under clause (3) of the preceding sentence, awards shall be selected in a manner that maximizes the after-tax aggregate amount of Total Payments provided to Executive, provided that if (and only if) necessary in order to avoid the imposition of an additional tax under Code Section 409A, awards instead shall be selected in the reverse order of the date of grant. For the avoidance of doubt, for purposes of measuring an equity compensation award’s value to Executive when performing the foregoing comparison between (x) and (y), such award’s value shall equal the then aggregate fair market value of the vested shares underlying the award less any aggregate exercise price less applicable taxes. Also, if two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall the Executive have any discretion with respect to the ordering of payment reductions. As expressly permitted by Q/A #32 of the Code Section 280G regulations, with respect to performing any present value calculations that are required in connection with this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d4(f), Executive and Company each affirmatively elect to utilize the Applicable Federal Rates (“AFR”) that are in each case only to effect as of the extent necessaryEffective Date and the Accountants shall therefore use such AFRs in their determinations and calculations. The Company shall pay the fees and costs of the Accountants which are incurred in connection with this Section 4(f).

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be received by the Employee Executive pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the Code ("“Excess Parachute Payment"”), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee Executive under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee Executive in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations required to be made under this Section 6 10 shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations to the Company and the Employee Executive as requested by the Company or the EmployeeExecutive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee Executive as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 10 shall be final and binding upon the Company and the EmployeeExecutive. (c) To In the extent any payment or benefit event that a reduction is required to be reduced made pursuant to this Section 610, then the severance payment described in Section 3(cSeverance Benefit (and the corresponding installment payments) or 4(c) will first shall be reduced and then the bonus described in Section 4(d), in each case only to the extent necessarynecessary to comply with this Section 10.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be that is either received by Younger or paid by the Employee pursuant Company on his behalf or any property or any other benefit provided to him under this Agreement or under any other plan, program arrangement or arrangement of agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of its affiliates ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with Younger's employment by the Company) (collectively the "Company Payments"), will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority), the amounts of any Company Payments shall be automatically reduced to an amount one dollar less than an amount that would constitute an subject Younger to the Excise Tax. The dollar amount of the reduction, if any, to be made with respect to any Company Payments shall be determined by the Company's Accountants (as such term is defined in Section 13(b) below) on or before the date such Company Payments are due and payable to Younger. (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of such Excise Tax, (x) the Company Payments shall be treated as "excess parachute paymentpayments" within the meaning of Section 280G(b)(2) of the Code, and all "parachute payments" in excess of the "base amount" (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company's independent certified public accountants, Deloitte & Touche LLP, San Francisco (the "Accountants") such Company Payments (in whole or in part) either do not constitute "parachute payments," represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the "base amount" or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code Code. In the event that the Accountants are serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Younger may appoint another nationally recognized accounting firm to make the determinations hereunder (which accounting firm shall then be referred to as the "Excess Parachute Payment"Accountants" hereunder), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations required to be made under this Section 6 hereunder shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee (the "Accounting Firm") Accountants which shall provide detailed supporting calculations both to the Company and the Employee Younger at such time as it is requested by the Company or Younger. If the Employee. All fees and expenses of the Accounting Firm shall Accountants determine that payments under this Agreement must be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm reduced pursuant to this Section 6 paragraph, they shall furnish Younger with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the EmployeeYounger. (c) To The Company agrees that it shall be responsible for all charges of the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessaryAccountant.

Golden Parachute Excise Tax. If any payment or benefit Officer would receive pursuant to a Change in Control from the Employer or otherwise (a“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code (“Section 280G”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then the Employer shall cause to be determined, before any amounts of the Payment are paid to Officer, which of the following two (2) amounts would maximize Officer’s after-tax proceeds: (i) payment in full of the entire amount of the Payment (a “Full Payment”), or (ii) payment of only a part of the Payment so that Officer receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), whichever amount results in Officer’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a Reduced Payment, the Employer shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes) required to be paid by Officer. If a Reduced Payment is made, (i) the Payment shall be paid, only to the extent permitted under the Reduced Payment alternative, and Officer shall have no rights to any additional payments and/or benefits constituting the Payment, (ii) reduction in payments and/or benefits shall occur in the following order unless Officer elects in writing a different order (provided, however, that such election shall be subject to Employer approval if made on or after the date on which the event that triggers the Payment occurs), reduction of cash payments, cancellation of accelerated vesting of stock awards and reduction of other benefits. In the event that any payment or benefit received or acceleration of compensation from Officer’s equity awards is to be received by reduced, such acceleration of vesting shall be 39700561v.1 canceled in the Employee reverse order of the date of grant unless Officer elects in writing a different order for cancellation. Any payments to Officer pursuant to Sections 5.3.1, 5.3.4, 5.3.6, this Agreement Section 5.3.8 and Section 5.3.9, whether a Full Payment or any other plana Reduced Payment, program are subject to execution of a customary general release in compliance with 5.3.7 or arrangement a waiver by Employer of the Company requirement for a customary release. Employer shall, to the extent requested by Officer, cooperate in attempting to mitigate the effects of the Excise Tax on Officer including by virtue of assisting in the characterization and valuation of payments as "reasonable compensation" to be rendered before or any of its affiliates would constitute an after the "excess parachute paymentchange in control" within the meaning of Section 280G of the Code ("Excess Parachute Payment")Internal Revenue Code. A nationally recognized, then the payments under this Agreement shall be reduced (independent registered public accounting firm with expertise in Section 280G determinations selected by the minimum possible amounts) until no amount payable Officer and acceptable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction Employer shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All make all determinations required to be made under this Section 6 for purposes of Section 280G. If the independent registered public accounting firm selected by Officer and approved by Employer is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Officer shall be made by select a different nationally recognized independent registered public accounting firm mutually agreeable acceptable to Employer, subject to the Company and same criteria noted above, to make the Employee (determinations required hereunder. The Employer shall bear all expenses with respect to the "Accounting Firm") which determinations by such independent registered public accounting firm required to be made hereunder. The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting calculations documentation, to the Company Employer and Officer within fifteen (15) calendar days after the Employee date on which Officer’s right to a Payment is triggered (if requested at that time by the Employer or Officer) or at such other time as requested by the Company Employer. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the Employee. All fees and expenses application of the Accounting Firm Reduced Amount, it shall furnish the Employer and Officer with an opinion that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be borne solely by the Company final, binding and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 shall be final and binding conclusive upon the Company Employer and the EmployeeOfficer. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be received by the Employee Executive pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Excess Parachute PaymentCode"), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee Executive under this Agreement constitutes an Excess Parachute Payment"excess parachute payment" within the meaning of Section 280G of the Code; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment"excess parachute payment", then an additional payment shall be promptly made to the Employee Executive in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Paymentexcess parachute payment. (b) All determinations required to be made under this Section 6 11 shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee Executive (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Employee Executive as requested by the Company or the EmployeeExecutive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee Executive as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 11 shall be final and binding upon the Company and the EmployeeExecutive. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 611, the severance payment described de- scribed in Section 3(c8(c) or 4(c9(c) will first be reduced and reduced, then the bonus described in Section 4(d9(d), and then the supplemental pension benefits described in Section 9(f), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be received by the Employee Executive pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the Code ("“Excess Parachute Payment"”), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee Executive under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other employment, income and excise taxes) to which the Employee Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other employment, income and excise taxes) to the Employee Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee Executive in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations required to be made under this Section 6 11 shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations to the Company and the Employee Executive as requested by the Company or the EmployeeExecutive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee Executive as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 11 shall be final and binding upon the Company and the EmployeeExecutive. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 611, the severance payment described in Section 3(c8(c) or 4(c9(c) will first be reduced and then the bonus described in Section 4(d9(d), in each case only to the extent necessary.

Golden Parachute Excise Tax. (ai) In Notwithstanding anything to the event contrary in this Agreement, or in any other agreement, arrangement or plan, if the Tax Consultant (as defined below) determines that any payment of the payments or benefit received benefits provided or to be received by provided to the Employee Executive or for the Executive's benefit pursuant to the terms of this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would otherwise ("Covered Payments") constitute an parachute payments ("excess parachute payment" Parachute Payments") within the meaning of Code Section 280G of and would, but for this Section 4.01, be subject to the excise tax imposed under Code Section 4999 (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the "Excess Parachute PaymentExcise Tax"), then either (A) the payments Covered Payments shall be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the "Reduced Amount"); or (B) the Covered Payments due under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable paid in full to the Employee under this Agreement constitutes an Excess Parachute Payment; providedExecutive, however, that no such reduction shall be made but only if the net Executive receipt’s on an after-tax payment basis of the full amount of such Covered Payments (after taking into account Federalapplicable federal, statestate and local income, local or other income employment and excise taxes, including the Excise Tax) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment result in the (after taking into account Federal, state, local or other income and excise taxes1) to the Employee resulting from the receipt of such cash payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly reduced before non-cash payments; and (2) payments to be made on a later payment date shall be reduced before payments to the Employee in be made on an amount equal to the additional amount that can be paid without causing any earlier payment to constitute an Excess Parachute Paymentdate. (bii) The Tax Consultant shall provide to the Bank and the Executive a copy of its calculations. All determinations required to be made by the Tax Consultant under this Section 6 4.01 shall be binding upon the Bank and the Executive and shall be made by a nationally recognized independent accounting firm mutually agreeable within thirty (30) days following the date of the Executive's Qualifying Termination. The Bank and the Executive shall provide to the Company Tax Consultant such information and documents as the Employee (Tax Consultant may reasonably request in order to perform the "Accounting Firm") which shall provide detailed supporting calculations to and make the Company determinations required under this Section 4.01. For purposes of making such calculations and determinations, the Employee as requested by Tax Consultant may rely on reasonable, good faith assumptions and approximations concerning the Company or the Employeeapplication of Code Sections 280G and 4999. All fees and expenses of the Accounting Firm Tax Consultant pursuant to this Section 4.01 shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 shall be final and binding upon the Company and the EmployeeBank. (ciii) To the extent any payment or benefit is to be reduced pursuant to For purposes of this Section 64.01, the severance payment described in Section 3(c) term “Tax Consultant” shall mean an independent accounting firm or 4(c) will first be reduced independent tax counsel designated by the Bank promptly following the Executive’s Qualifying Termination and then the bonus described in Section 4(d), in each case only reasonably acceptable to the extent necessaryExecutive.

Golden Parachute Excise Tax. (a) In the event that the benefits provided for in this Agreement or otherwise provided by the Company (or any payment subsidiary thereof) to the Employee (including, but not by way of limitation, any accelerated vesting on stock options) (the “Total Payments”) would subject the Employee to an excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company (or benefit received any subsidiary thereof that employs the Employee at such time) will pay the Employee (i) an amount sufficient to pay the excise tax, and (ii) an additional amount sufficient to pay the Excise Tax and federal, state and local income and employment taxes arising from the payments made by the Company (or any subsidiary thereof that employs the Employee at such time) pursuant to be received by this sentence. Any amount required to paid to the Employee pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "excess parachute payment" within the meaning of Section 280G of the Code ("Excess Parachute Payment"), then the payments under this Agreement preceding sentence shall be reduced (by referred to as the minimum possible amounts) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after“Gross-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Up Payment.” (b) All determinations The determination of the Employee’s Excise Tax liability and the amount, if any, required to be made paid under this Section 6 3 will be made in writing by the Company’s independent auditors (the “Accountants”). For purposes of making the calculations required by this Section 3, the Employee shall be made by a nationally recognized independent accounting firm mutually agreeable deemed to pay federal, state and local income taxes at the highest marginal rate in effect in the calendar year in which the Gross-Up Payment will be made, based on the Employee’s residence. The Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company (or any subsidiary thereof that employs the Employee at such time) and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations furnish to the Company Accountants such information and documents as the Employee as requested by the Company or the Employee. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant Accountants may reasonably request in order to make a determination under this Section 6 shall be final and binding upon 3. The Company will pay all costs the Company and the EmployeeAccountants may reasonably incur in connection with any calculations contemplated by this Section 3. (c) To The Accountants shall determine the extent Gross-Up Payment as soon as practicable after the Employee’s Termination Date (but in no event later than 15 days after the termination). In addition, the Accountants shall make a determination of any payment Gross-Up Payment prior to termination of employment upon written request of the Employee and assuming the Employee has a reasonable basis for believing that the or benefit she may be entitled to a Gross-Up Payment prior to termination of employment. The Gross-Up Payment shall be paid to the Employee within five days after the Accountants’ determination. In the event that the initial Gross-Up Payment made to the Employee is finally determined to be reduced pursuant to this Section 6too large or small, the severance following rules shall apply. If the initial Gross-Up Payment was too small, the Company (or any subsidiary thereof that employs the Employee at such time) shall promptly made an additional payment described in Section 3(c) to the Employee equal to the shortfall (plus any interest, penalties or 4(c) will first be reduced and additional payable by executive with respect to such excess). If the initial Gross-Up Payment is too large, then the bonus described in Section 4(dEmployee shall repay the amount of the excess to the Company (or any subsidiary that has made such payment to the Employee), plus interest on the amount of such repayment at 120% of the applicable federal rate provided in each case section 1274 of the Code, but only to the extent necessarythat such repayment by the Employee would result in a dollar-for-dollar reduction in the Executive’s taxable income and wages for purposes of federal, state and local income and employment taxes). The Executive and the Company (or any subsidiary thereof that employs the Employee at such time) shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of the Excise Tax with respect to the Total Payments (and associated income taxes, penalties and interest).

Golden Parachute Excise Tax. (ai) In Notwithstanding anything to the event contrary in this Agreement, or in any other agreement, arrangement or plan, if the Tax Consultant (as defined below) determines that any payment of the payments or benefit received benefits provided or to be received by provided to the Employee Executive or for the Executive's benefit pursuant to the terms of this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would otherwise ("Covered Payments") constitute an parachute payments ("excess parachute payment" Parachute Payments") within the meaning of Code Section 280G of and would, but for this Section 4.01, be subject to the excise tax imposed under Code Section 4999 (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the "Excess Parachute PaymentExcise Tax"), then either (A) the payments Covered Payments shall be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the "Reduced Amount"); or (B) the Covered Payments due under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable paid in full to the Employee under this Agreement constitutes an Excess Parachute Payment; providedExecutive, however, that no such reduction shall be made but only if the net Executive receipt’s on an after-tax payment basis of the full amount of such Covered Payments (after taking into account Federalapplicable federal, statestate and local income, local or other income employment and excise taxes, including the Excise Tax) to which would result in the Employee would otherwise be entitled without such reduction would be Executive receiving an amount at least ten percent (10%) greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) Reduced Amount. Any reduction in the Covered Payments made pursuant to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment Section 4.01 shall be promptly made in accordance with Code Section 409A and the following: (A) the Covered Payments which do not constitute nonqualified deferred compensation subject to the Employee in Code Section 409A shall be (1) cash payments shall be reduced before non-cash payments; and (2) payments to be made on a later payment date shall be reduced before payments to be made on an amount equal to the additional amount that can be paid without causing any earlier payment to constitute an Excess Parachute Paymentdate. (bii) The Tax Consultant shall provide to the Bank and the Executive a copy of its calculations. All determinations required to be made by the Tax Consultant under this Section 6 4.01 shall be binding upon the Bank and the Executive and shall be made by a nationally recognized independent accounting firm mutually agreeable within thirty (30) days following the date of the Executive's Qualifying Termination. The Bank and the Executive shall provide to the Company Tax Consultant such information and documents as the Employee (Tax Consultant may reasonably request in order to perform the "Accounting Firm") which shall provide detailed supporting calculations to and make the Company determinations required under this Section 4.01. For purposes of making such calculations and determinations, the Employee as requested by Tax Consultant may rely on reasonable, good faith assumptions and approximations concerning the Company or the Employeeapplication of Code Sections 280G and 4999. All fees and expenses of the Accounting Firm Tax Consultant pursuant to this Section 4.01 shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 shall be final and binding upon the Company and the EmployeeBank. (ciii) To the extent any payment or benefit is to be reduced pursuant to For purposes of this Section 64.01, the severance payment described in Section 3(c) term “Tax Consultant” shall mean an independent accounting firm or 4(c) will first be reduced independent tax counsel designated by the Bank promptly following the Executive’s Qualifying Termination and then the bonus described in Section 4(d), in each case only reasonably acceptable to the extent necessaryExecutive.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be received by the Employee pursuant to severance and other benefits provided for in this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would otherwise payable to Executive (a) constitute an "excess “parachute payment" payments” within the meaning of Section 280G of the Code and ("Excess Parachute Payment")b) would be subject to the excise tax imposed by Section 4999 of the Code, then the payments under this Agreement such benefits shall be reduced (either be: A. delivered in full, or B.delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the minimum possible amounts) until no amount payable to the Employee under this Agreement constitutes receipt by Executive, on an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federalbasis, stateof the greatest amount of benefits, local notwithstanding that all or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt some portion of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment benefits may be taxable under this Agreement or other plan, program or arrangement Section 4999 of the Code. Unless the Company or and Executive otherwise agree in writing, any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount determination required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations required to be made under this Section 6 shall will be made in writing by a nationally recognized independent an accounting firm mutually agreeable to the Company and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Employee as requested selected by the Company or such other person or entity to which the Employee. All fees and expenses of parties mutually agree (the Accounting Firm shall “Accountants”), whose determination will be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 shall be final conclusive and binding upon Executive and the Company and for all purposes. For purposes of making the Employee. (c) To the extent any payment or benefit is to be reduced pursuant to calculations required by this Section 6, the severance payment described Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 3(c6. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6. Any reduction in payments and/or benefits required by this Section 6 shall occur in the following order: (A) or 4(c) will first cash payments shall be reduced first and then in reverse chronological order such that the bonus described cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; and (B) accelerated vesting of stock awards shall be cancelled/reduced next and in Section 4(dthe reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), in each case only to the extent necessarywith full-value awards reversed before any stock options are reduced.

Golden Parachute Excise Tax. (a) In Prior to the event effective date of an IPO, notwithstanding anything to the contrary, if it is determined that any payment or distribution of any type to or for your benefit received or to be received by the Employee pursuant to (whether under this Agreement or otherwise) made by the Company, by any other planof its affiliates, program by any person who acquires ownership or arrangement effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Internal Revenue Code (the “Code”) Section 280G (“Section 280G”), and the regulations thereunder) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then the Company shall “gross-up” the amount payable to you (including gross-ups for the additional income and excise taxes) such that the net amount realizable by you is the same as if there were no such excise taxes or income taxes. Such payment shall be made to you within thirty (30) days of notification by the Internal Revenue Service that there are Excise Taxes owed. On or after the effective date of an IPO, notwithstanding anything to the contrary, if it is determined that the Total Payments would be subject to the Excise Tax, then such payments or distributions shall be payable as to such lesser amount which would result in no portion of such payments or distributions being subject to the Excise Tax. If a reduction in the Total Payments constituting “parachute payments” is necessary so that no portion of such Total Payments is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order: (1) reduction of cash payments for which the full amount is treated as a parachute payment; (2) cancellation of accelerated vesting (or, if necessary, payment) of cash awards for which the full amount is not treated as a parachute payment; (3) cancellation of any accelerated vesting of equity compensation awards; and (4) reduction of any continued employee benefits. In selecting the equity compensation awards (if any) for which vesting will be reduced under clause (3) of the preceding sentence, awards shall be selected in a manner that maximizes the after-tax aggregate amount of Total Payments provided to you; provided, that, if (and only if) necessary in order to avoid the imposition of an additional tax under Code Section 409A (“Section 409A”), awards instead shall be selected in the reverse order of the date of grant. For the avoidance of doubt, for purposes of measuring an equity compensation award’s value to you, such award’s value shall equal the then aggregate fair market value of the vested shares underlying the award less any aggregate exercise price less applicable taxes. Also, if two or more equity compensation awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall you have any discretion with respect to the ordering of payment reductions. However, notwithstanding the foregoing, if the imposition of such Excise Tax could be avoided by approval of stockholders as described in Section 280G(b)(5)(B), then you will be deemed to have requested that the Company solicit a vote of such stockholders (as described in Section 280G(b)(5)(B)) and in which case you will cooperate and execute any such waivers of compensation as may be necessary to enable the stockholder vote (if the Company in its sole discretion elects to solicit its stockholders) to comply with the requirements specified under Section 280G and the regulations promulgated thereunder. Any reduction in Total Payments required in connection with the stockholder vote shall be effected in the same manner provided in the preceding paragraph In no event, on or after the effective date of an IPO, will the Company be required to gross up any payment or benefit to you to avoid the effects of the Excise Tax or to pay any regular or excise taxes arising from the application of the Excise Tax. All mathematical determinations and all determinations of whether any of its affiliates would constitute an "excess the Total Payments are “parachute payment" payments” (within the meaning of Section 280G of the Code ("Excess Parachute Payment"), then the payments under this Agreement shall be reduced (by the minimum possible amountsG) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations are required to be made under this Section 6 5, shall be made by a nationally recognized independent accounting audit firm mutually agreeable selected by the Company (the “Accountants”), who shall provide their determination, together with detailed supporting calculations regarding the amount of any relevant matters, both to the Company and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Employee as requested by the Company or the Employeeyou. All fees and expenses of the Accounting Firm Such determination shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant Accountants using reasonable good faith interpretations of the Code. As expressly permitted by Q/A #32 of the Section 280G regulations, with respect to performing any present value calculations that are required in connection with this Section 6 5, you and the Company each affirmatively elect to utilize the Applicable Federal Rates (“AFR”) that are in effect as of the Effective Date and the Accountants shall therefore use such AFRs in their determinations and calculations. Any determination by the Accountants shall be final and binding upon the Company and the Employeeyou, absent manifest error. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be that is either received by Tietx xx paid by the Employee pursuant Company on his behalf or any property or any other benefit provided to him under this Agreement or under any other plan, program arrangement or arrangement of agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of its affiliates ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with Tietx'x xxxloyment by the Company) (collectively, the "Company Payments"), will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority), the amounts of any Company Payments shall be automatically reduced to an amount one dollar less than an amount that would constitute an subject Tietx xx the Excise Tax. The dollar amount of the reduction, if any, to be made with respect to any Company Payments shall be determined by the Company's Accountants (as such term is defined in Section 13(b) below) on or before the date such Company Payments are due and payable to Tietx. (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of such Excise Tax, (x) the Company Payments shall be treated as "excess parachute paymentpayments" within the meaning of Section 280G(b)(2) of the Code, and all "parachute payments" in excess of the "base amount" (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company's independent certified public accountants, Deloitte & Touche LLP, San Francisco (the "Accountants") such Company Payments (in whole or in part) either do not constitute "parachute payments," represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the "base amount" or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code Code. In the event that the Accountants are serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Tietx xxx appoint another nationally recognized accounting firm to make the determinations hereunder (which accounting firm shall then be referred to as the "Excess Parachute Payment"Accountants" hereunder), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations required to be made under this Section 6 hereunder shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee (the "Accounting Firm") Accountants which shall provide detailed supporting calculations both to the Company and the Employee Tietx xx such time as it is requested by the Company or Tietx. Xx the Employee. All fees and expenses of the Accounting Firm shall Accountants determine that payments under this Agreement must be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm reduced pursuant to this Section 6 paragraph, they shall furnish Tietx xxxh a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the EmployeeTietx. (c) To The Company agrees that it shall be responsible for all charges of the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c) or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessaryAccountant.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be received by the Employee Executive pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the Code ("“Excess Parachute Payment"”), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee Executive under this Agreement constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made to the Employee Executive in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Payment. (b) All determinations required to be made under this Section 6 12 shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations to the Company and the Employee Executive as requested by the Company or the EmployeeExecutive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee Executive as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 12 shall be final and binding upon the Company and the EmployeeExecutive. (c) To In the extent any payment or benefit event that a reduction is required to be reduced made pursuant to this Section 612, then the severance payment benefits (and the corresponding installment payments) described in Section 3(c) or 4(c) will first herein, shall be reduced and then the bonus described in Section 4(d), in each case only to the extent necessarynecessary to comply with this Section 12.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be received by the Employee Executive pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended ("Excess Parachute Payment"the “Code”), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee Executive under this Agreement constitutes an Excess Parachute Payment“excess parachute payment” within the meaning of Section 280G of the Code; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment“excess parachute payment”, then an additional payment shall be promptly made to the Employee Executive in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Paymentexcess parachute payment. (b) All determinations required to be made under this Section 6 11 shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations to the Company and the Employee Executive as requested by the Company or the EmployeeExecutive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee Executive as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 11 shall be final and binding upon the Company and the EmployeeExecutive. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 611, the severance payment described in Section 3(c8(c) or 4(c9(c) will first be reduced and reduced, then the bonus described in Section 4(d9(d), and then the supplemental pension benefits described in Section 9(f), in each case only to the extent necessary.

Golden Parachute Excise Tax. (a) In the event that any payment or benefit received or to be received by the Employee Executive pursuant to this Agreement or any other plan, program or arrangement of the Company or any of its affiliates would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Excess Parachute PaymentCode"), then the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Employee Executive under this Agreement constitutes an Excess Parachute Payment"excess parachute payment" within the meaning of Section 280G of the Code; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to which the Employee Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Employee Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any payments from constituting an Excess Parachute Payment"excess parachute payment", then an additional payment shall be promptly made to the Employee Executive in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess Parachute Paymentexcess parachute payment. (b) All determinations required to be made under this Section 6 12 shall be made by a nationally recognized independent accounting firm mutually agreeable to the Company and the Employee Executive (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Employee Executive as requested by the Company or the EmployeeExecutive. All fees and expenses of the Accounting Firm shall be borne solely by the Company and shall be paid by the Company upon demand of the Employee Executive as incurred or billed by the Accounting Firm. All determinations made by the Accounting Firm pursuant to this Section 6 12 shall be final and binding upon the Company and the EmployeeExecutive. (c) To the extent any payment or benefit is to be reduced pursuant to this Section 612, the severance payment described in Section 3(c8(c) or 4(c9(c) will first be reduced and reduced, then the bonus described in Section 4(d9(d), and then the supplemental pension benefits described in Section 9(f), in each case only to the extent necessary.