Common use of Golden Parachute Provision Clause in Contracts

Golden Parachute Provision. Notwithstanding anything in this Agreement to the contrary, in the event it is determined that any payment or distribution by the Bank to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive of the Payments after payment by the Executive of the Excise Tax, to (ii) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below). For purposes of this Section 6.5, present value shall be determined in accordance with Code Section 280G(d)(4). The “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank and the Executive (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to exist. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effect.

Golden Parachute Provision. Notwithstanding anything in this Agreement to In the contrary, event that in the event it is determined that any opinion of tax counsel selected by the Executive and compensated by the Company (“Executive’s Tax Counsel”), a payment or distribution benefit received or to be received by the Bank to or for the benefit Executive following his termination of the Executive employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, arrangement or agreement with the Company or any of its subsidiaries, affiliates or divisions) (such benefitscollectively, with the payments or distributions are hereinafter referred to as provided for in the foregoing provisions of Paragraph 8, the “Post Termination Payments”) would, if paid, would be subject to the excise tax imposed by Code (in whole or in part) as a result of Section 4999 280G of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”), thenand as a result of such excise tax, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive amount of the Post Termination Payments after payment retained by the Executive of the Excise Tax, to (iitaking into account federal and state income taxes and such excise tax) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is would be less than the net amount calculated under of Post Termination Payments retained by the Executive (iitaking into account federal and state income taxes) aboveif the Post Termination Payments were reduced or eliminated as described in this Paragraph 9, then the Post Termination Payments shall be limited to reduced or eliminated until no portion of the extent necessary to avoid being Post Termination Payments is subject to excise tax, or the Excise Tax (the “Reduced Amount”). The reduction of the Post Termination Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, are reduced to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below)zero. For purposes of this Section 6.5, present value limitation (i) no portion of the Post Termination Payments the receipt or enjoyment of which the Executive shall be determined have waived in accordance with Code Section 280G(d)(4). The “Parachute Value” of a Payment means the present value as of writing prior to the date of the Change in Control payment following termination of the Post Termination Payments shall be taken into account, (ii) no portion of such Payment that constitutes the Post Termination Payments shall be taken into account which in the opinion of Executive’s Tax Counsel does not constitute a “parachute payment” under Code within the meaning of Section 280G(b)(2) of the Code, (iii) the Post Termination Payments shall be reduced only to the extent necessary so that the Post Termination Payments (other than those referred to in clauses (i) and (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to excise tax, as in the opinion of Executive’s Tax Counsel, and (iv) the value of any non-cash benefit and all deferred payments and benefits included in the Post Termination Payments shall be determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount mutual agreement of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank Company and the Executive in accordance with the principles of Sections 280G(d)(3) and (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses 4) of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to exist. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effectCode.

Golden Parachute Provision. Notwithstanding anything in this Agreement to In the contrary, event that in the event it is determined that any opinion of tax counsel selected by the Executive and compensated by the Company ("Executive's Tax Counsel"), a payment or distribution benefit received or to be received by the Bank to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, arrangement or agreement with the Company or any of its subsidiaries, affiliates or divisions) (such benefitscollectively, with the payments or distributions are hereinafter referred to as “provided for in the foregoing provisions of Section 8, the "Post Termination Payments”") would, if paid, would be subject to the excise tax imposed by Code (in whole or in part) as a result of Section 4999 280G of the Internal Revenue Code of 1986, as amended (the “Excise Tax”"Code"), thenand as a result of such excise tax, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive amount of the Post Termination Payments after payment retained by the Executive of the Excise Tax, to (iitaking into account federal and state income taxes and such excise tax) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is would be less than the net amount calculated under of Post Termination Payments retained by the Executive (iitaking into account federal and state income taxes) aboveif the Post Termination Payments were reduced or eliminated as described in this Section 9, then the Post Termination Payments shall be limited to reduced or eliminated until no portion of the extent necessary to avoid being Post Termination Payments is subject to excise tax, or the Excise Tax (the “Reduced Amount”). The reduction of the Post Termination Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, are reduced to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below)zero. For purposes of this limitation (i) no portion of the Post Termination Payments the receipt or enjoyment of which the Executive shall have waived in writing prior to the date of payment following termination of the Post Termination Payments shall be taken into account, (ii) no portion of the Post Termination Payments shall be taken into account which in the opinion of Executive's Tax Counsel does not constitute a "parachute payment" within the meaning of Section 6.5280G(b)(2) of the Code, present (iii) the Post Termination Payments shall be reduced only to the extent necessary so that the Post Termination Payments (other than those referred to in clauses (i) and (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to excise tax, in the opinion of Executive's Tax Counsel, and (iv) the value of any non-cash benefit and all deferred payments and benefits included in the Post Termination Payments shall be determined by the mutual agreement of the Company and the Executive in accordance with Code Section 280G(d)(4). The “Parachute Value” the principles of a Payment means the present value as Sections 280G(d)(3) and (4) of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank and the Executive (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to exist. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effectCode.

Golden Parachute Provision. Notwithstanding anything in this Agreement to In the contrary, event that in the event it is determined that any opinion of tax counsel selected and compensated by Executive ("Executive's Tax Counsel"), a payment or distribution benefit received or to be received by the Bank to or for the benefit of the Executive following his termination (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, arrangement or agreement with the Company or any person affiliated with the Company) (such benefitscollectively, with the payments or distributions are hereinafter referred to as “provided for in the foregoing provisions of this Section 4, the "Post Termination Payments”") would, if paid, would be subject to the excise tax imposed by Code Section (in whole or part) as a result of section 4999 of the Code Code, and (the “Excise Tax”)b) as a result of such excise tax, then, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the amount of Post Termination Payments retained by Executive of the Payments after payment by the Executive of the Excise Tax, to (iitaking into account such excise tax) would be less than the net after-tax benefit to the amount of Post Termination Payments retained by Executive if the Post Termination Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) abovewere reduced or eliminated as described in this Section 4.8, then the Post Termination Payments shall be limited to reduced or eliminated until no portion of the extent necessary to avoid being Post Termination Payments is subject to excise tax, or the Excise Tax (the “Reduced Amount”). The reduction of the Post Termination Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, are reduced to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below)zero. For purposes of this Section 6.5limitation (i) no portion of the Post Termination Payments the receipt or enjoyment of which Executive shall have waived in writing prior to the date of payment following termination of the Post Termination Payments shall be taken into account, present (ii) no portion of the Post Termination Payments shall be taken into account which in the opinion of Executive's Tax Counsel does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code, (iii) the Post Termination Payments shall be reduced only to the extent necessary so that the Post Termination Payments (other than those referred to in clauses (i) and (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code or are otherwise not subject to excise tax, in the opinion of Executive's Tax Counsel, and (iv) the value of any non-cash benefit and all deferred payments and benefits included in the Post Termination Payments shall be determined by the mutual agreement of the Company and Executive in accordance with Code Section 280G(d)(4). The “Parachute Value” the principles of a Payment means the present value as sections 280G(d)(3) and (4) of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank and the Executive (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to exist. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effectCode.

Golden Parachute Provision. Notwithstanding anything in this Agreement to In the contrary, event that in the event it is determined that any opinion of tax counsel selected by the Executive and compensated by the Company (“Executive’s Tax Counsel”), a payment or distribution benefit received or to be received by the Bank to or for the benefit of the Executive following his Separation from Service (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, arrangement or agreement with the Company or any of its subsidiaries, affiliates or divisions) (such benefitscollectively, with the payments or distributions are hereinafter referred to as provided for in the foregoing provisions of Paragraph 8, the “Post Termination Payments”) would, if paid, would be subject to the excise tax imposed by Code (in whole or in part) as a result of Section 4999 280G of the Code (the “Excise Tax”)Code, thenand as a result of such excise tax, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive amount of the Post Termination Payments after payment retained by the Executive of the Excise Tax, to (iitaking into account federal and state income taxes and such excise tax) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is would be less than the net amount calculated under of Post Termination Payments retained by the Executive (iitaking into account federal and state income taxes) aboveif the Post Termination Payments were reduced or eliminated as described in this Paragraph 9, then the Post Termination Payments shall be limited to reduced or eliminated until no portion of the extent necessary to avoid being Post Termination Payments is subject to excise tax, or the Excise Post Termination Payments are reduced to zero. If Executive’s Tax (Counsel seeks the “Reduced Amount”). The reduction opinion of a valuation firm in connection with the Payments due hereunderopinion to be delivered by Executive’s Tax Counsel under this Paragraph, if applicable, shall be made by first reducing cash Payments and then, the Company agrees to bear the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value reasonable cost of such Payments as of the date of the Change valuation firm in Control, as determined by the Determination Firm (as defined below)delivering such opinion. For purposes of this Section 6.5, present value limitation (i) no portion of the Post Termination Payments the receipt or Xxx X. Xxxxxx enjoyment of which the Executive shall be determined have waived in accordance with Code Section 280G(d)(4). The “Parachute Value” of a Payment means the present value as of writing prior to the date of the Change in Control payment following termination of the Post Termination Payments shall be taken into account, (ii) no portion of such Payment that constitutes the Post Termination Payments shall be taken into account which in the opinion of Executive’s Tax Counsel does not constitute a “parachute payment” under Code within the meaning of Section 280G(b)(2) of the Code, (iii) the Post Termination Payments shall be reduced only to the extent necessary so that the Post Termination Payments (other than those referred to in clauses (i) and (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to excise tax, as in the opinion of Executive’s Tax Counsel, and (iv) the value of any non-cash benefit and all deferred payments and benefits included in the Post Termination Payments shall be determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount mutual agreement of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank Company and the Executive in accordance with the principles of Sections 280G(d)(3) and (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses 4) of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to existCode. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax Post Termination Payments shall be reduced pursuant to this Paragraph, then such reduced payment shall be determined by reducing the Post Termination Payments otherwise payable to the Executive in the following order: (i) by reducing the cash severance payment due under Paragraph 8; (ii) by eliminating the acceleration of no further force vesting of any stock options (and if there is more than one option award so outstanding, then the acceleration of the vesting of the stock option with the highest exercise price shall be reduced first and so on); and (iii) by reducing the payments of any restricted stock, restricted stock units, performance awards or effectsimilar equity-based awards that have been awarded to the Executive by the Company (and if there be more than one such award held by the Executive, by reducing the awards in the reverse order of the date of their award, with the oldest award reduced first and the most-recently awarded reduced last).

Golden Parachute Provision. Notwithstanding anything in (a) In the event that the Executive shall become entitled to payments and/or benefits provided by this Agreement to the contrary, or any other amounts in the event it is determined that any payment or distribution by the Bank to or for the benefit "nature of the Executive compensation" (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the "Company Payments"), and such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, Company Payments will be subject to the excise tax (the "Excise Tax") imposed by Code Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) the “Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax”Tax on the Company Payments and any U.S. federal, state, and for local income or payroll tax upon the Gross-up Payment provided for by this paragraph (a), thenbut before deduction for any U.S. federal, prior state, and local income or payroll tax on the Company Payments, shall be equal to the making Company Payments. Notwithstanding the foregoing, if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that if the Company Payments (other than that portion valued under Treasury Regulation Section 1.280G, Q&A 24(c)) (the "Cash Payments") are reduced by the amount necessary such that the receipt of the Company Payments would not give rise to any Excise Tax (the "Reduced Payment") and the Reduced Payment would not be less than 92.5% of the Cash Payment, then no Gross-Up Payment shall be made to the Executive and the Cash Payments, in the aggregate, shall be reduced to the Reduced Payments. If the Reduced Payment is to be effective, payments shall be reduced in the following order (1) acceleration of vesting of any Payments stock options for which the exercise price exceeds the then fair market value, (2) any cash severance based on a multiple of Base Salary or Bonus, (3) any other cash amounts payable to the Executive, a calculation shall be made comparing (i4) the net after-tax benefit to the Executive any benefits valued as parachute payments; and (5) acceleration of the Payments after payment vesting of any equity not covered by the Executive of the Excise Tax, to (ii) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii1) above, then unless the Payments shall be limited Executive elects another method of reduction by written notice to the extent necessary to avoid being subject Company prior to the Excise Tax (the “Reduced Amount”). The reduction change of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below). For purposes of this Section 6.5, present value shall be determined in accordance with Code Section 280G(d)(4). The “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm ownership or compensation consulting firm mutually acceptable to the Bank and the Executive (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to existeffective control. In the event that the provisions of Code Section 280G Internal Revenue Service or court ultimately makes a determination that the excess parachute payments plus the base amount is an amount other than as determined initially, an appropriate adjustment shall be made with regard to the Gross-Up Payment or Reduced Payment, as applicable to reflect the final determination and 4999 or any successor provisions are repealed without succession, the resulting impact on whether the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effectparagraph applies.

Golden Parachute Provision. Notwithstanding anything in this Agreement to In the contrary, event that in the event it is determined that any opinion of tax counsel selected by the Executive and compensated by the Company (“Executive’s Tax Counsel”), a payment or distribution benefit received or to be received by the Bank to or for the benefit of the Executive following her Separation from Service (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, arrangement or agreement with the Company or any of its subsidiaries, affiliates or divisions) (such benefitscollectively, with the payments or distributions are hereinafter referred to as provided for in the foregoing provisions of Paragraph 8, the “Post Termination Payments”) would, if paid, would be subject to the excise tax imposed by Code (in whole or in part) as a result of Section 4999 280G of the Code (the “Excise Tax”)Code, thenand as a result of such excise tax, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive amount of the Post Termination Payments after payment retained by the Executive of the Excise Tax, to (iitaking into account federal and state income taxes and such excise tax) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is would be less than the net amount calculated under of Post Termination Payments retained by the Executive (iitaking into account federal and state income taxes) aboveif the Post Termination Payments were reduced or eliminated as described in this Paragraph 9, then the Post Termination Payments shall be limited to reduced or eliminated until no portion of the extent necessary to avoid being Post Termination Payments is subject to excise tax, or the Excise Tax (the “Reduced Amount”). The reduction of the Post Termination Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, are reduced to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below)zero. For purposes of this Section 6.5limitation, present value (a) no portion of the Post Termination Payments Xxxxxx X. Xxxx the receipt or enjoyment of which the Executive shall be determined have waived in accordance with Code Section 280G(d)(4). The “Parachute Value” of a Payment means the present value as of writing prior to the date of the Change in Control payment following termination of the Post Termination Payments shall be taken into account, (b) no portion of such Payment that constitutes the Post Termination Payments shall be taken into account which in the opinion of Executive’s Tax Counsel does not constitute a “parachute payment” under Code within the meaning of Section 280G(b)(2)) of the Code, as (c) the Post Termination Payments shall be reduced only to the extent necessary so that the Post Termination Payments (other than those referred to in Paragraphs 9(a) and (b) above) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to excise tax, in the opinion of Executive’s Tax Counsel, and (iv) the value of any non-cash benefit and all deferred payments and benefits included in the Post Termination Payments shall be determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount mutual agreement of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank Company and the Executive in accordance with the principles of Sections 280G(d)(3) and (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses 4) of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to existCode. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax Post Termination Payments shall be reduced pursuant to this Paragraph 9, then such reduced payment shall be determined by reducing the Post Termination Payments otherwise payable to the Executive in the following order: (i) by reducing the cash severance payment due under Paragraph 8 hereof; (ii) by eliminating the acceleration of no further force vesting of any stock options (and if there is more than one option award so outstanding, then the acceleration of the vesting of the stock option with the highest exercise price shall be reduced first and so on); and (iii) by reducing the payments of any restricted stock, restricted stock units, performance awards or effectsimilar equity-based awards that have been awarded to the Executive by the Company (and if there be more than one such award held by the Executive, by reducing the awards in the reverse order of the date of their award, with the oldest award reduced first and the most-recently awarded reduced last).

Golden Parachute Provision. Notwithstanding anything in (a) In the event that the Executive shall become entitled to payments and/or benefits provided by this Agreement to the contrary, or any other amounts in the event it is determined that any payment or distribution by the Bank to or for the benefit “nature of the Executive compensation” (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Code Section 280G(b)(2) or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (such benefits, payments or distributions are hereinafter referred to as collectively the “Company Payments”) would), if paid, and such Company Payments will be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then, prior ) imposed by Code Section 4999 (and any similar tax that may hereafter be imposed by any taxing authority) the Company shall pay to the making of any Payments to Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, a calculation after deduction of any Excise Tax on the Company Payments and any U.S. federal, state, and for local income or payroll tax upon the Gross-up Payment provided for by this paragraph (a), but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be made comparing (i) equal to the net afterCompany Payments. Any Gross-tax benefit Up Payments hereunder shall be remitted, within the time specified, to the Executive but in no event later than the end of the calendar year following the calendar year in which the Executive remits the related taxes to the appropriate government authority. Notwithstanding the foregoing, if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that if the Company Payments after payment (other than that portion valued under Treasury Regulation Section 1.280G, Q&A 24(c)) (the “Cash Payments”) are reduced by the Executive amount necessary such that the receipt of the Excise Tax, Company Payments would not give rise to (ii) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the any Excise Tax (the “Reduced AmountPayment”). The reduction ) and the Reduced Payment would not be less than 92.5% of the Payments due hereunderCash Payment, if applicablethen no Gross-Up Payment shall be made to the Executive and the Cash Payments, in the aggregate, shall be made by first reducing cash Payments and then, reduced to the extent necessaryReduced Payment. If the Reduced Payment is to be effective, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below). For purposes of this Section 6.5, present value payments shall be determined in accordance with Code Section 280G(d)(4). The “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank and the Executive (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty reduced in the application following order (1) acceleration of Code Section 4999 at the time vesting of the initial determination by the Determination Firm hereunder, it is possible that Payments any stock options for which the Executive was entitled toexercise price exceeds the then fair market value, but did not receive pursuant (2) any cash severance based on a multiple of Base Salary or Bonus, (3) any other cash amounts payable to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th (4) any benefits valued as parachute payments; and (5) acceleration of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph vesting of any equity not covered by (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to exist1) above. In the event that the provisions of Code Section 280G Internal Revenue Service or court ultimately makes a determination that the excess parachute payments plus the base amount is an amount other than as determined initially, an appropriate adjustment shall be made with regard to the Gross-Up Payment or Reduced Payment, as applicable to reflect the final determination and 4999 or any successor provisions are repealed without succession, the resulting impact on whether the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effectparagraph applies.

Golden Parachute Provision. Notwithstanding anything in this Agreement to In the contrary, event that in the event it is determined that any opinion of tax counsel selected by the Executive and compensated by the Company ("Executive's Tax Counsel"), a payment or distribution benefit received or to be received by the Bank to or for the benefit Executive following his termination of the Executive employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, arrangement or agreement with the Company or any of its subsidiaries, affiliates or divisions) (such benefitscollectively, with the payments or distributions are hereinafter referred to as “provided for in the foregoing provisions of Section 8, the "Post Termination Payments”") would, if paid, would be subject to the excise tax imposed by Code (in whole or in part) as a result of Section 4999 280G of the Internal Revenue Code of 1986, as amended (the “Excise Tax”"Code"), thenand as a result of such excise tax, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive amount of the Post Termination Payments after payment retained by the Executive of the Excise Tax, to (iitaking into account federal and state income taxes and such excise tax) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is would be less than the net amount calculated under of Post Termination Payments retained by the Executive (iitaking into account federal and state income taxes) aboveif the Post Termination Payments were reduced or eliminated as described in this Section 9, then the Post Termination Payments shall be limited to reduced or eliminated until no portion of the extent necessary to avoid being Post Termination Payments is subject to excise tax, or the Excise Tax (the “Reduced Amount”). The reduction of the Post Termination Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, are reduced to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below)zero. For purposes of this limitation (i) no portion of the Post Termination Payments the receipt or enjoyment of which the Executive shall have waived in writing prior to the date of payment following termination of the Post Termination Payments shall be taken into account, (ii) no portion of the Post Termination Payments shall be taken into account which in the opinion of Executive's Tax Counsel does not constitute a "parachute payment" within the meaning of Section 6.5280G(b)(2) of the Code, present (iii) the Post Termination Payments shall be reduced only to the extent necessary so that the Post Termination Payments (other than those referred to in clauses (i) and (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to excise tax, in the opinion of Executive's Tax Counsel, and (iv) the value of any non-cash benefit and all deferred payments and benefits included in the Post Termination Payments shall be determined by the mutual agreement of the Company and the Executive in accordance with Code Section 280G(d)(4). The “Parachute Value” the principles of a Payment means the present value as Sections 280G(d)(3) and (4) of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank and the Executive (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to exist. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effectCode.

Golden Parachute Provision. Notwithstanding anything in this Agreement to In the contrary, event that in the event it is determined that any opinion of tax counsel selected by the Executive and compensated by the Company ("Executive's Tax Counsel"), a payment or distribution benefit received or to be received by the Bank to or for the benefit Executive following his termination of the Executive employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, arrangement or agreement with the Company or any of its subsidiaries, affiliates or divisions) (such benefitscollectively, with the payments or distributions are hereinafter referred to as “provided for in the foregoing provisions of Paragraph 8, the "Post Termination Payments”") would, if paid, would be subject to the excise tax imposed by Code (in whole or in part) as a result of Section 4999 2806 of the Internal Revenue Code of 1986, as amended (the “Excise Tax”"Code"), thenand as a result of such excise tax, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive amount of the Post Termination Payments after payment retained by the Executive of the Excise Tax, to (iitaking into account federal and state income taxes and such excise tax) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is would be less than the net amount calculated under of Post Termination Payments retained by the Executive (iitaking into account federal and state income taxes) aboveif the Post Termination Payments were reduced or eliminated as described in this Paragraph 9, then the Post Termination Payments shall be limited to reduced or eliminated until no portion of the extent necessary to avoid being Post Termination Payments is subject to excise tax, or the Excise Tax (the “Reduced Amount”). The reduction of the Post Termination Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, are reduced to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below)zero. For purposes of this limitation (i) no portion of the Post Termination Payments the receipt or enjoyment of which the Executive shall have waived in writing prior to the date of payment following termination of the Post Termination Payments shall be taken into account, (ii) no portion of the Post Termination Payments shall be taken into account which in the opinion of Executive's Tax Counsel does not constitute a "parachute payment" within the meaning of Section 6.5280G(b)(2) of the Code, present (iii) the Post Termination Payments shall be reduced only to the extent necessary so that the Post Termination Payments (other than those referred to in clauses (i) and (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to excise tax, in the opinion of Executive's Tax Counsel, and (iv) the value of any non-cash benefit and all deferred payments and benefits included in the Post Termination Payments shall be determined by the mutual agreement of the Company and the Executive in accordance with Code Section 280G(d)(4). The “Parachute Value” the principles of a Payment means the present value as Sections 280G(d)(3) and (4) of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank and the Executive (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to exist. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effectCode.

Golden Parachute Provision. Notwithstanding anything in this Agreement to In the contrary, event that in the event it is determined that any opinion of tax counsel selected and compensated by Executive ("Executive's Tax Counsel"), a payment or distribution benefit received or to be received by the Bank to or for the benefit of the Executive following his termination (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, arrangement or agreement with the Company or any person affiliated with the Company) (such benefitscollectively, with the payments or distributions are hereinafter referred to as “provided for in the foregoing provisions of this Section 4, the "Post Termination Payments”") would, if paid, would be subject to the excise tax imposed by Code Section 4999 (in whole or part) as a result of section 28OG of the Code Code, and (the “Excise Tax”)b) as a result of such excise tax, then, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the amount of Post Termination Payments retained by Executive of the Payments after payment by the Executive of the Excise Tax, to (iitaking into account such excise tax) would be less than the net after-tax benefit to the amount of Post Termination Payments retained by Executive if the Post Termination Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) abovewere reduced or eliminated as described in this Section 4.8, then the Post Termination Payments shall be limited to reduced or eliminated until no portion of the extent necessary to avoid being Post Termination Payments is subject to excise tax, or the Excise Tax (the “Reduced Amount”). The reduction of the Post Termination Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, are reduced to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below)zero. For purposes of this Section 6.5limitation (i) no portion of the Post Termination Payments the receipt or enjoyment of which Executive shall have waived in writing prior to the date of payment following termination of the Post Termination Payments shall be taken into account, present (ii) no portion of the Post Termination Payments shall be taken into account which in the opinion of Executive's Tax Counsel does not constitute a "parachute payment" within the meaning of 7 8 section 280G(b)(2) of the Code, (iii) the Post Termination Payments shall be reduced only to the extent necessary so that the Post Termination Payments (other than those referred to in clauses (i) and (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code or are otherwise not subject to excise tax, in the opinion of Executive's Tax Counsel, and (iv) the value of any non-cash benefit and all deferred payments and benefits included in the Post Termination Payments shall be determined by the mutual agreement of the Company and Executive in accordance with Code Section 280G(d)(4). The “Parachute Value” the principles of a Payment means the present value as sections 280G(d)(3) and (4) of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank and the Executive (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to exist. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effectCode.

Golden Parachute Provision. Notwithstanding anything in this Agreement to In the contrary, event that in the event it is determined that any opinion of tax counsel selected by the Executive and compensated by the Company (“Executive’s Tax Counsel”), a payment or distribution benefit received or to be received by the Bank to or for the benefit of the Executive following his Separation from Service (whether paid or payable or distributed or distributable pursuant to the terms of this Xxxxxx X. Xxxx Agreement or otherwiseany other plan, arrangement or agreement with the Company or any of its subsidiaries, affiliates or divisions) (such benefitscollectively, with the payments or distributions are hereinafter referred to as provided for in the foregoing provisions of Paragraph 8, the “Post Termination Payments”) would, if paid, would be subject to the excise tax imposed by Code (in whole or in part) as a result of Section 4999 280G of the Code (the “Excise Tax”)Code, thenand as a result of such excise tax, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive amount of the Post Termination Payments after payment retained by the Executive of the Excise Tax, to (iitaking into account federal and state income taxes and such excise tax) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is would be less than the net amount calculated under of Post Termination Payments retained by the Executive (iitaking into account federal and state income taxes) aboveif the Post Termination Payments were reduced or eliminated as described in this Paragraph 9, then the Post Termination Payments shall be limited to reduced or eliminated until no portion of the extent necessary to avoid being Post Termination Payments is subject to excise tax, or the Excise Tax (the “Reduced Amount”). The reduction of the Post Termination Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, are reduced to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below)zero. For purposes of this Section 6.5, present value limitation (i) no portion of the Post Termination Payments the receipt or enjoyment of which the Executive shall be determined have waived in accordance with Code Section 280G(d)(4). The “Parachute Value” of a Payment means the present value as of writing prior to the date of the Change in Control payment following termination of the Post Termination Payments shall be taken into account, (ii) no portion of such Payment that constitutes the Post Termination Payments shall be taken into account which in the opinion of Executive’s Tax Counsel does not constitute a “parachute payment” under Code within the meaning of Section 280G(b)(2) of the Code, (iii) the Post Termination Payments shall be reduced only to the extent necessary so that the Post Termination Payments (other than those referred to in clauses (i) and (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to excise tax, as in the opinion of Executive’s Tax Counsel, and (iv) the value of any non-cash benefit and all deferred payments and benefits included in the Post Termination Payments shall be determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount mutual agreement of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank Company and the Executive in accordance with the principles of Sections 280G(d)(3) and (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses 4) of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to exist. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effectCode.

Golden Parachute Provision. Notwithstanding anything any contrary provisions in any plan, program or policy of ProAssurance, if all or any portion of the compensation or benefits payable under this Agreement, either alone or together with other payments and benefits that the Executive receives or is entitled to receive from ProAssurance, would constitute a “parachute payment” within the meaning of Section 280G of the Code (which the parties agree will not include any portion of payments allocated to the non-compete provisions of Section 6 which are classified as payments of reasonable compensation for purposes of Section 280G of the Code), ProAssurance shall reduce the Executive’s payments and benefits payable under this Agreement to the contraryextent necessary so that no portion thereof, in after the event it is determined that any payment or distribution by application of all reasonable exceptions permitted under the Bank to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefitsCode, payments or distributions are hereinafter referred to as “Payments”) would, if paid, shall be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”)Code, thenbut only if, prior to the making by reason of any Payments to the Executivesuch reduction, a calculation shall be made comparing (i) the net after-tax benefit to the Executive of the Payments after payment by the Executive of the Excise Tax, to (ii) shall exceed the net after-tax benefit if such reduction were not made. “Net after-tax benefit” for these purposes shall mean the sum of (i) the total amount payable to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under this Agreement, plus (ii) aboveall other payments and benefits which the Executive receives or is then entitled to receive from ProAssurance that, then alone or in combination with the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunderpayments and benefits payable under this Agreement, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below). For purposes of this Section 6.5, present value shall be determined in accordance with Code Section 280G(d)(4). The “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (iii) the amount of federal income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based upon the rate in effect for such year as set forth in the Code at the time of the payment under Code Section 280G(b)(2this Agreement), less (iv) the amount of excise taxes imposed with respect to the payments and benefits described in (i) and (ii) above by Section 4999 of the Code. The parachute payments reduced shall first be the payments under Section 9, and then any other parachute payments. Within any of these categories, a reduction shall occur first with respect to amounts that are not deemed to constitute a “deferral of compensation” within the meaning of and subject to Section 409A of the Code (“Nonqualified Deferred Compensation”) and then with respect to amounts that are treated as determined by Nonqualified Deferred Compensation, with such reduction being applied in each case to the Determination Firm for purposes of determining whether and to what extent payments in the Excise Tax will apply to such Paymentreverse order in which they would otherwise be made, that is, later payments shall be reduced before earlier payments. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, 8.3 shall be made by an independent accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank and consultant, agreed upon by the Executive (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the ExecutiveProAssurance. All fees and expenses of incurred in connection with the Determination Firm calculation required under this Section 8.3 shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to exist. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effectProAssurance.

Golden Parachute Provision. Notwithstanding anything in this Agreement to In the contrary, event that in the event it is determined that any opinion of tax counsel selected by the Executive and compensated by the Company (“Executive’s Tax Counsel”), a payment or distribution benefit received or to be received by the Bank to or for the benefit of the Executive following his Separation from Service (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, arrangement or agreement with the Company or any of its subsidiaries, affiliates or divisions) (such benefitscollectively, with the payments or distributions are hereinafter referred to as provided for in the foregoing provisions of Paragraph 8, the “Post Termination Payments”) would, if paid, would be subject to the excise tax imposed by Code (in whole or in part) as a result of Section 4999 280G of the Code Code, and as a result of such excise tax, the net amount of Post Termination Payments retained by the Executive (taking into account federal and state income taxes and such excise tax) would be less than the “Excise Tax”)net amount of Post Termination Payments retained by the Executive (taking into account federal and state income taxes) if the Post Termination Payments were reduced or eliminated as described in this Paragraph 9, thenthen the Post Termination Payments shall be reduced or eliminated until no portion of the Post Termination Payments is subject to excise tax, or the Post Termination Payments are reduced to zero. For purposes of this limitation (i) no portion of the Post Termination Payments the receipt or enjoyment of which the Executive shall have waived in writing prior to the making date of any payment following termination of the Post Termination Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive of the Payments after payment by the Executive of the Excise Taxtaken into account, to (ii) no portion of the net after-tax benefit to Post Termination Payments shall be taken into account which in the Executive if opinion of Executive’s Tax Counsel does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, (iii) the Post Termination Payments had been limited shall be reduced only to the extent necessary so that the Post Termination Payments (other than those referred to avoid being subject to the Excise Tax. If the amount calculated under in clauses (i) above is less than the amount calculated under and (ii)) abovein their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to excise tax, then in the opinion of Executive’s Tax Counsel, and (iv) the value of any non-cash benefit and all deferred payments and benefits included in the Post Termination Payments shall be limited to determined by the extent necessary to avoid being subject to mutual agreement of the Excise Tax Company and the Executive in accordance with the principles of Sections 280G(d)(3) and (4) of the “Reduced Amount”)Code. The reduction of the Payments due amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio sentence of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined belowParagraph 8(d). For purposes of this Section 6.5, present value shall be determined in accordance with Code Section 280G(d)(4). The “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank and the Executive (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to exist. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effect.

Golden Parachute Provision. Notwithstanding anything in this Agreement to In the contrary, event that in the event it is determined that any opinion of tax counsel selected and compensated by Executive ("Executive's Tax Counsel"), a payment or distribution benefit received or to be received by the Bank to or for the benefit of the Executive following his termination (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, arrangement or agreement with the Company or any person affiliated with the Company) (such benefitscollectively, with the payments or distributions are hereinafter referred to as “provided for in the foregoing provisions of this Section 6, the "Post Termination Payments”") would, if paid, would be subject to the excise tax imposed by Code Section (in whole or part) as a result of section 4999 of the Code Code, and (the “Excise Tax”)b) as a result of such excise tax, then, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the amount of Post Termination Payments retained by Executive of the Payments after payment by the Executive of the Excise Tax, to (iitaking into account such excise tax) would be less than the net after-tax benefit to the amount of Post Termination Payments retained by Executive if the Post Termination Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) abovewere reduced as described in this Section 6.9, then the Post Termination Payments shall be limited to reduced until no portion of the extent necessary to avoid being Post Termination Payments is subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below)excise tax. For purposes of this limitation (i) no portion of the Post Termination Payments the receipt or enjoyment of which Executive shall have waived in writing prior to the date of payment following termination of the Post Termination Payments shall be taken into account, (ii) no portion of the Post Termination Payments shall be taken into account which in the opinion of Executive's Tax Counsel does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code, (iii) the Post Termination Payments shall be reduced only to the extent necessary so that the Post Termination Payments (other than those referred to in clauses (i) and (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code or are otherwise not subject to any excise tax under Section 6.54999 of the Code, present in the opinion of Executive's Tax Counsel, and (iv) the value of any non-cash benefit and all deferred payments and benefits included in the Post Termination Payments shall be determined by the mutual agreement of the Company and Executive in accordance with Code Section 280G(d)(4). The “Parachute Value” the principles of a Payment means the present value as sections 280G(d)(3) and (4) of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank and the Executive (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to exist. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effectproposed Treasury Regulations thereunder.

Golden Parachute Provision. Notwithstanding anything in this Agreement to In the contrary, event that in the event it is determined that any opinion of tax counsel selected by the Executive and compensated by the Company (“Executive’s Tax Counsel”), a payment or distribution benefit received or to be received by the Bank to or for the benefit of the Executive following her Separation from Service (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, arrangement or agreement with the Company or any of its subsidiaries, affiliates or divisions) (such benefitscollectively, with the payments or distributions are hereinafter referred to as provided for in the foregoing provisions of Paragraph 8, the “Post Termination Payments”) would, if paid, would be subject to the excise tax imposed by Code (in whole or in part) as a result of Section 4999 280G of the Code (the “Excise Tax”)Code, thenand as a result of such excise tax, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive amount of the Post Termination Payments after payment retained by the Executive of the Excise Tax, to (iitaking into account federal and state income taxes and such excise tax) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is would be less than the net amount calculated under of Post Termination Payments retained by the Executive (iitaking into account federal and state income taxes) aboveif the Post Termination Payments were reduced or eliminated as described in this Paragraph 9, then the Post Termination Payments shall be limited to reduced or eliminated until no portion of the extent necessary to avoid being Post Termination Payments is subject to excise tax, or the Excise Tax (the “Reduced Amount”). The reduction of the Post Termination Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, are reduced to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below)zero. For purposes of this Section 6.5, present value limitation (i) no portion of the Post Termination Payments the receipt or enjoyment of which the Executive shall be determined have waived in accordance with Code Section 280G(d)(4). The “Parachute Value” of a Payment means the present value as of writing prior to the date of the Change in Control payment following termination of the Post Termination Payments shall be taken into account, (ii) no portion of such Payment that constitutes the Post Termination Payments shall be taken into account which in the opinion of Executive’s Tax Counsel does not constitute a “parachute payment” under Code within the meaning of Section 280G(b)(2) of the Code, (iii) the Post Termination Payments shall be reduced only to the extent necessary so that the Post Termination Payments (other than those referred to in clauses (i) and (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to excise tax, as in the opinion of Executive’s Tax Counsel, and (iv) the value of any non-cash benefit and all deferred payments and benefits included in the Post Termination Payments shall be determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount mutual agreement of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank Company and the Executive in accordance with the principles of Xxxxxxx X. Xxxxx Sections 280G(d)(3) and (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses 4) of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to existCode. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax Post Termination Payments shall be reduced pursuant to this Paragraph, then such reduced payment shall be determined by reducing the Post Termination Payments otherwise payable to the Executive in the following order: (i) by reducing the cash severance payment due under Paragraph 8; (ii) by eliminating the acceleration of no further force vesting of any stock options (and if there is more than one option award so outstanding, then the acceleration of the vesting of the stock option with the highest exercise price shall be reduced first and so on); and (iii) by reducing the payments of any restricted stock, restricted stock units, performance awards or effectsimilar equity-based awards that have been awarded to the Executive by the Company (and if there be more than one such award held by the Executive, by reducing the awards in the reverse order of the date of their award, with the oldest award reduced first and the most-recently awarded reduced last).

Golden Parachute Provision. Notwithstanding anything in this Agreement to In the contrary, event that in the event it is determined that any opinion of tax counsel selected by the Executive and compensated by the Company (“Executive’s Tax Counsel”), a payment or distribution benefit received or to be received by the Bank to or for the benefit Executive following her termination of the Executive employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, arrangement or agreement with the Company or any of its subsidiaries, affiliates or divisions) (such benefitscollectively, with the payments or distributions are hereinafter referred to as provided for in the foregoing provisions of Paragraph 8, the “Post Termination Payments”) would, if paid, would be subject to the excise tax imposed by Code (in whole or in part) as a result of Section 4999 280G of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”), thenand as a result of such excise tax, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive amount of the Post Termination Payments after payment retained by the Executive of the Excise Tax, to (iitaking into account federal and state income taxes and such excise tax) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is would be less than the net amount calculated under of Post Termination Payments retained by the Executive (iitaking into account federal and state income taxes) aboveif the Post Termination Payments were reduced or eliminated as described in this Paragraph 9, then the Post Termination Payments shall be limited to reduced or eliminated until no portion of the extent necessary to avoid being Post Termination Payments is subject to excise tax, or the Excise Tax (the “Reduced Amount”). The reduction of the Post Termination Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, are reduced to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below)zero. For purposes of this Section 6.5, present value limitation (i) no portion of the Post Termination Payments the receipt or enjoyment of which the Executive shall be determined have waived in accordance with Code Section 280G(d)(4). The “Parachute Value” of a Payment means the present value as of writing prior to the date of the Change in Control payment following termination of the Post Termination Payments shall be taken into account, (ii) no portion of such Payment that constitutes the Post Termination Payments shall be taken into account which in the opinion of Executive’s Tax Counsel does not constitute a “parachute payment” under Code within the meaning of Section 280G(b)(2) of the Code, (iii) the Post Termination Payments shall be reduced only to the extent necessary so that the Post Termination Payments (other than those referred to in clauses (i) and (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to excise tax, as in the opinion of Executive’s Tax Counsel, and (iv) the value of any non-cash benefit and all deferred payments and benefits included in the Post Termination Payments shall be determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount mutual agreement of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank Company and the Executive in accordance with the principles of Sections 280G(d)(3) and (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses 4) of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to exist. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effectCode.

Golden Parachute Provision. Notwithstanding anything in this Agreement to In the contrary, event that in the event it is determined that any opinion of tax counsel selected by the Executive and compensated by the Company (“Executive’s Tax Counsel”), a payment or distribution benefit received or to be received by the Bank to or for the benefit of the Executive following his Separation from Service (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseany other plan, arrangement or agreement with the Company or any of its subsidiaries, affiliates or divisions) (such benefitscollectively, with the payments or distributions are hereinafter referred to as provided for in the foregoing provisions of Paragraph 8, the “Post Termination Payments”) would, if paid, would be subject to the excise tax imposed by Code (in whole or in part) as a result of Section 4999 280G of the Code (the “Excise Tax”)Code, thenand as a result of such excise tax, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive amount of the Post Termination Payments after payment retained by the Executive of the Excise Tax, to (iitaking into account federal and state income taxes and such excise tax) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is would be less than the net amount calculated under of Post Termination Payments retained by the Executive (iitaking into account federal and state income taxes) aboveif the Post Termination Payments were reduced or eliminated as described in this Paragraph 9, then the Post Termination Payments shall be limited to reduced or eliminated until no portion of the extent necessary to avoid being Post Termination Payments is subject to excise tax, or the Excise Tax (the “Reduced Amount”). The reduction of the Post Termination Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, are reduced to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below)zero. For purposes of this Section 6.5, present value limitation (i) no portion of the Post Termination Payments the receipt or enjoyment of which the Executive shall be determined have waived in accordance with Code Section 280G(d)(4). The “Parachute Value” of a Payment means the present value as of writing prior to the date of the Change in Control payment following termination of the Post Termination Payments shall be taken into account, (ii) no portion of such Payment that constitutes the Post Termination Payments shall be taken into account which in the opinion of Executive’s Tax Counsel does not constitute a “parachute payment” under Code within the meaning of Section 280G(b)(2) of the Code, (iii) the Post Termination Payments shall be reduced only to the extent necessary so that the Post Termination Payments (other than those referred to in clauses (i) and (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to excise tax, as in the opinion of Executive’s Tax Counsel, and (iv) the value of any non-cash benefit and all Xxxxxx X. Xxxxx deferred payments and benefits included in the Post Termination Payments shall be determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. All determinations required to be made under this Section 6.5, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount mutual agreement of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Bank Company and the Executive in accordance with the principles of Sections 280G(d)(3) and (the “Determination Firm”), which shall provide detailed supporting calculations both to the Bank and the Executive. All fees and expenses 4) of the Determination Firm shall be borne solely by the Bank. Any determination by the Determination Firm shall be binding upon the Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.2 or 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Bank to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Bank, but no later than March l5th of the year after the year in which the Overpayment is determined to exist. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effectCode.