Common use of Internal Revenue Code Section 280G Clause in Contracts

Internal Revenue Code Section 280G. (i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment” would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payment to the Employee, a calculation shall be made comparing (i) the net benefit to the Employee of the Payment after payment of the Excise Tax, to (ii) the net benefit to the Employee if the Payment 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 Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, the Employee shall direct which Payments are to be modified or reduced. (ii) Unless otherwise agreed upon by the Bank and the Employee, all determinations required to be made under this Section 6(e), including the assumptions to be used in arriving at such determination, shall be made by an independent accounting firm mutually acceptable to the Bank and the Employee (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Bank and the Employee within 15 business days of the receipt of notice from the Employee that there has been a Payment, or such earlier time as is requested by the Bank. All fees and expenses of the Accounting Firm shall be borne solely by the Bank. Any determination by the Accounting Firm shall be binding upon the Bank and the Employee

Internal Revenue Code Section 280G. (ia) Anything Notwithstanding any other contrary provisions in any plan, program or policy of the Company, if all or any portion of the benefits payable under this Agreement, either alone or together with other payments and benefits which Executive receives or is entitled to receive from the Company, would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reduce Executive’s payments and benefits payable under this Agreement to the contrary notwithstanding, in the event it extent necessary so that no portion thereof shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment” would be subject to the excise tax imposed by Section 4999 of the Code (Code, but only if, by reason of such reduction, the net after-tax benefit shall exceed the net after-tax benefit if such reduction were not made. “Excise Tax”), then, prior to Net after-tax benefit” for these purposes shall mean the making sum of any Payment to the Employee, a calculation shall be made comparing (i) the net benefit total amount payable to Executive under the Employee of the Payment after payment of the Excise TaxAgreement, to plus (ii) all other payments and benefits which Executive receives or is then entitled to receive from the net Company that, alone or in combination with the payments and benefits payable under the Agreement, would constitute a “parachute payment” within the meaning of Section 280G of the Code (each such benefit hereinafter referred to as an “Additional Parachute Payment”), less (iii) the amount of federal income taxes payable with respect to the Employee if foregoing calculated at the Payment had been limited maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based upon the rate in effect for such year as set forth in the Code at the time of the payment under the 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 be those that provide Executive the best economic benefit and 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) aboveany parachute payments are economically equivalent with each other, then the Payment each shall be limited reduced pro rata; provided, however, that Executive may elect to have the extent necessary non-cash payments and benefits due Executive reduced (or eliminated) prior to avoid being subject to any reduction of the Excise Tax (the “Reduced Amount”). In that event, the Employee shall direct which Payments are to be modified or reduced. (ii) Unless otherwise agreed upon by the Bank and the Employee, all determinations required to be made cash payments due under this Section 6(e), including the assumptions to be used in arriving at such determination, shall be made by an independent accounting firm mutually acceptable to the Bank and the Employee (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Bank and the Employee within 15 business days of the receipt of notice from the Employee that there has been a Payment, or such earlier time as is requested by the Bank. All fees and expenses of the Accounting Firm shall be borne solely by the Bank. Any determination by the Accounting Firm shall be binding upon the Bank and the EmployeeAgreement.

Internal Revenue Code Section 280G. (i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment” " would be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then, prior to the making of any Payment to the Employee, a calculation shall be made comparing (i) the net benefit to the Employee of the Payment after payment of the Excise Tax, to (ii) the net benefit to the Employee if the Payment 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 Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, the Employee shall direct which Payments are to be modified or reduced. (ii) Unless otherwise agreed upon by the Bank Company and the Employee, all determinations required to be made under this Section 6(e6(g), including the assumptions to be used in arriving at such determination, shall be made by an independent accounting firm mutually acceptable to the Bank Company and the Employee (the “"Accounting Firm”") which shall provide detailed supporting calculations both to the Bank Company and the Employee within 15 business days of the receipt of notice from the Employee that there has been a Payment, or such earlier time as is requested by the BankCompany. All fees and expenses of the Accounting Firm shall be borne solely by the BankCompany. Any determination by the Accounting Firm shall be binding upon the Bank Company and the EmployeeExecutive