Common use of Gross -Up Determination Clause in Contracts

Gross -Up Determination. Subject to the provision of Section (b) herein, all determinations required to be made under this Amended Agreement, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG LLP or such other independent certified accounting firm (the “Accounting Firm”) selected by mutual consent of the Bank and the Executive, which shall provide detailed supporting calculations both to the Bank and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Bank. The calculations under this Amended Agreement will be made in a manner consistent with the requirements of Code Sections 280G and 4999 and any applicable related regulations and any related Internal Revenue Service rulings. All fees and expenses of the Accounting Firm for such determination shall be borne solely by the Bank. Any determination by the Accounting Firm shall be binding upon the Bank and the Executive. Any Gross-Up Payment, as determined pursuant to this Amended Agreement shall be paid by the Bank to the Executive within five days of the receipt of determination by the Accounting Firm that such payment is due. If it is determined that no Excise Tax is payable to the Executive, it shall so indicate to the Executive in writing.

Gross -Up Determination. Subject to the provision of Section Subsection (b) herein, all determinations required to be made under this Amended Agreement, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG LLP or such other independent certified accounting firm (the “Accounting Firm”) selected by mutual consent of the Bank and the ExecutiveOfficer, which shall provide detailed supporting calculations both to the Bank and the Executive Officer within 15 fifteen (15) business days of the receipt of notice from the Executive Officer that there has been a Payment, or such earlier time as is requested by the Bank. The calculations under this Amended Agreement will be made in a manner consistent with the requirements of Code Sections 280G and 4999 and any applicable related regulations and any related Internal Revenue Service rulings. All fees and expenses of the Accounting Firm for such determination shall be borne solely by the Bank. Any determination by the Accounting Firm shall be binding upon the Bank and the ExecutiveOfficer. Any Gross-Up Payment, as determined pursuant to this Amended Agreement shall be paid by the Bank to the Executive Officer within five (5) days of the receipt of determination by the Accounting Firm that such payment is due. If it is determined that no Excise Tax is payable to the ExecutiveOfficer, it shall so indicate to the Executive Officer in writing.