Common use of Limitation of Payments Clause in Contracts

Limitation of Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 11, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits hereunder shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order unless the Company determines in writing a different order: (1) reduction of cash payments under this Agreement; (2) cancellation of some or all accelerated vesting of stock awards; and (3) reduction of employee benefits. In the event that acceleration of vesting of Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s Awards. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 11 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 11. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 11.

Limitation of Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 11, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits hereunder shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order unless the Company determines in writing a different order: (1) reduction of cash payments under this Agreement; (2) cancellation of some or all accelerated vesting of stock awards; and (3) reduction of employee benefits. In the event that acceleration of vesting of Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s Awards. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 11 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 11. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 11. If there is a reduction pursuant to this Section 11 of the severance benefits to be delivered to Executive, such reduction shall first be applied to any cash amounts to be delivered to the Executive under this Agreement and thereafter to any other severance benefits of Executive hereunder.

Limitation of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company 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) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then the amount payable to the Executive pursuant to paragraph (a)(i) of Section 5 of this Agreement shall be reduced so that it is the maximum amount which can be paid without any payment or distribution by the Company 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) being subject to the excise tax imposed by Section 4999 of the Code. (b) All determinations required to be made under this Section 6 shall be made by McGladrey & Company (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of receipt of a written request from the Company or the Executive for a determination as to whether reduction of a payment is necessary in order to avoid the excise tax imposed by Section 4999 of the Code. In the event that the severance Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and other benefits provided for in expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that a payment under this Agreement or otherwise payable (without reduction pursuant to Executive paragraph (ia), above) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 11, would will not be subject to the excise tax imposed by Section 4999 of the Code, then the Accounting Firm shall furnish the Executive with a written opinion that failure to report, on the Executive’s benefits hereunder 's applicable federal income tax return, any excise tax in connection with such payment would not result in the imposition of a negligence or similar penalty. Any good faith determination by the Accounting Firm shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order unless the Company determines in writing a different order: (1) reduction of cash payments under this Agreement; (2) cancellation of some or all accelerated vesting of stock awards; and (3) reduction of employee benefits. In the event that acceleration of vesting of Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s Awards. Unless binding upon the Company and Executive otherwise agree in writing, any determination required under this Section 11 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 11. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 11Executive.

Limitation of Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 1112, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits hereunder shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order unless the Company determines in writing a different order: (1) reduction of cash payments under this Agreement; (2) cancellation of some or all accelerated vesting of stock awards; and (3) reduction of employee benefits. In the event that acceleration of vesting of Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s Awards. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 11 12 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 1112, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 1112. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 1112.

Limitation of Payments. (a) In the event that the severance and other benefits provided for in receipt by Participant of Option Shares pursuant to this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 1116, would be subject to the excise tax imposed by Section 4999 of the Code, then Executivethe Participant’s benefits hereunder Option Shares shall be either: (aA) delivered in full, or (bB) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive the Participant on an after-tax basis, of the greatest amount of severance benefitsOption Shares, notwithstanding that all or some portion of such severance benefits Option Shares may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of the Participant. (b) If a reduction in the severance and other benefits constituting “parachute payments” Option Shares that would otherwise be provided to the Participant under the terms of this Agreement is necessary so that no portion to comply with the provisions of Section 16(a), the Participant shall be entitled to select whether to reduce the Option Shares to which he or she is entitled under this Agreement or to reduce other payments or benefits to which he or she may be entitled under any other agreement or plan, as well as the method of any such reduction of such severance payments or benefits, subject to reasonable limitations (including, for example, express provisions under the Company’s benefit plans) (so long as the requirements of Section 16(a) are met). Within thirty (30) days after the amount of any required reduction in Option Shares, payments or benefits is subject to finally determined in accordance with the excise tax under provisions of Section 4999 of the Code16(c), the reduction Participant shall occur in the following order unless notify the Company determines in writing a different order: (1) reduction of cash regarding which payments under this Agreement; (2) cancellation of some or all accelerated vesting of stock awards; and (3) reduction of employee benefits. In the event that acceleration of vesting of Award compensation is benefits are to be reduced. If no notification is given by the Participant, such acceleration the Company will determine which amounts to reduce. If, as a result of vesting shall be cancelled in any reduction required by Section 16(a), amounts previously paid to the reverse order of Participant exceed the date of grant of Executive’s Awards. amount to which the Participant is entitled, the Participant will promptly return the excess amount to the Company. (c) Unless the Company and Executive the Participant otherwise agree in writing, any determination required under this Section 11 16 shall be made in writing by the Company’s independent public accountants Accountants immediately prior to Change of Control (the “Accountants”)Control, whose determination shall be conclusive and binding upon Executive the Participant and the Company for all purposes. For purposes of making the calculations required by this Section 1116, the Accountants may may, after taking into account the information provided by the Participant, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 11Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 114.

Limitation of Payments. In the event that the severance and other benefits provided for (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or otherwise payable for the benefit of, the Executive under any other Company plan or agreement (such payments or benefits are collectively referred to Executive (ias the "Payments") constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 11, would be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Code, then Executive’s benefits hereunder shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), whichever of the foregoing amounts, taking into account Payments shall be reduced (but not below zero) if and to the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is extent necessary so that no portion of such severance benefits is Payment to be made or benefit to be provided to the Executive shall be subject to the excise tax under Section 4999 Excise Tax (such reduced amount is hereinafter referred to as the "Limited Payment Amount"). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the CodePayments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the reduction farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall occur take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at the Company's expense, by an accounting firm selected by the Company which is one of the six largest accounting firms in the following order unless United States (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation, to the Company determines in writing a different order: and the Executive within ten (110) reduction of cash payments under this Agreement; (2) cancellation of some or all accelerated vesting of stock awards; and (3) reduction of employee benefits. In the event that acceleration of vesting of Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order days of the date of grant termination of the Executive’s Awards. Unless , if applicable, or such other time as requested by the Company and Executive otherwise agree in writing, any determination required under this Section 11 shall be made in writing or by the Company’s independent public accountants immediately prior to Change of Control Executive (provided the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 reasonably believes that any of the Code. The Company and Executive shall furnish Payments may be subject to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 11. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 11Excise Tax).

Limitation of Payments. In the event that the severance and other benefits provided for in this Agreement agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 115, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits hereunder shall under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order unless the Company determines in writing a different order: (1) reduction of cash payments under this Agreement; (2) cancellation of some or all accelerated vesting of stock awards; and (3) reduction of employee benefits. In the event that acceleration of vesting of Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s Awards. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 11 shall 5 will be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 115, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 11Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 115.

Limitation of Payments. In the event that any payment or benefit received or to be received by the severance and other benefits provided for Employee in connection with a Change in Control or the termination of the Employee’s employment (whether pursuant to the terms of this Agreement or otherwise payable to Executive any other plan, arrangement or agreement with the Company, the Bank, a successor or an affiliate of the Company or a successor) (icollectively with the payments and benefits hereunder, “Total Payments”) constitute “parachute payments” within the meaning would not be deductible (in whole or part) as a result of Section 280G of the Code and (ii) but for this Section 11, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s by the Company, the Bank, an affiliate or other person making such payment or providing such benefit, the payments and benefits hereunder shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in reduced until no portion of the Total Payments is not deductible, or the payments and benefits hereunder are reduced to zero. Any such severance benefits being subject to excise tax under reduction shall be made by the Employer in its sole discretion consistent with the requirements of Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 409A of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that For purposes of this limitation (i) no portion of such severance benefits is subject the Total Payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the excise tax date of payment under Section 4999 subsection (a) shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the opinion of a national accounting or benefits consulting firm selected by the Employer, and is not likely to constitute a “parachute payment” within the meaning of section 280G(b)(2) of the Code; (iii) the payments and benefits hereunder shall be reduced only to the extent necessary so that, in the opinion of a national accounting or benefits consulting firm referred to in clause (ii), the reduction shall occur Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety are likely to constitute reasonable compensation for services actually rendered within the following order unless meaning of section 280G(b)(4) of the Company determines in writing a different order: (1) reduction of cash payments under this Agreement; (2) cancellation of some Code or all accelerated vesting of stock awardsare otherwise not likely to be subject to disallowance as deductions; and (3iv) reduction the value of employee benefits. In any non-cash benefit or any deferred payment or benefit included in the event that acceleration of vesting of Award compensation is to be reduced, such acceleration of vesting Total Payments shall be cancelled in the reverse order of the date of grant of Executive’s Awards. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 11 shall be made in writing determined by the Company’s independent public accountants immediately prior to Change auditors in accordance with the principles of Control sections 280G(d)(3) and (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 4) of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 11. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 11.

Limitation of Payments. In the event that any payment or benefit received or to be received by the severance and other benefits provided for Employee in connection with a Change in Control or the termination of the Employee’s employment (whether pursuant to the terms of this Agreement or otherwise payable any other plan, arrangement or agreement with the Company or the Bank, any person whose actions result in a Change in Control or any person affiliated with the Company or the Bank or such person) (collectively with the payments and benefits hereunder, “Total Payments”) would not be deductible (in whole or part) as a result of section 280G of the Code by the Company, the Bank, an affiliate or other person making such payment or providing such benefit, the payments and benefits hereunder shall be reduced until no portion of the Total Payments is not deductible, or the payments and benefits hereunder are reduced to Executive zero. For purposes of this limitation (i) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of payment under subsection (a) shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Employee and acceptable to the Company’s independent auditors, is not likely to constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code and (iisection 280G(b)(2) but for this Section 11, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s (iii) the payments and benefits hereunder shall be either: reduced only to the extent necessary so that, in the opinion of the tax counsel referred to in clause (aii), the Total Payments (other than those referred to in clauses (i) delivered or (ii)) in full, or (btheir entirety are likely to constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) delivered as of the Code or are otherwise not likely to such lesser extent which would result in no portion of such severance benefits being be subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order unless the Company determines in writing a different order: (1) reduction of cash payments under this Agreement; (2) cancellation of some or all accelerated vesting of stock awardsdisallowance as deductions; and (3iv) reduction the value of employee benefits. In any non-cash benefit or any deferred payment or benefit included in the event that acceleration of vesting of Award compensation is to be reduced, such acceleration of vesting Total Payments shall be cancelled in the reverse order of the date of grant of Executive’s Awards. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 11 shall be made in writing determined by the Company’s independent public accountants immediately prior to Change auditors in accordance with the principles of Control sections 280G(d)(3) and (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 4) of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 11. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 11.

Limitation of Payments. In the event that any payment or benefit received or to be received by the severance and other benefits provided for Employee in connection with a Change in Control or the termination of the Employee's employment (whether pursuant to the terms of this Agreement or otherwise payable to Executive any other plan, arrangement or agreement with the Company or the Bank, any person whose actions result in a Change in Control or any person affiliated with the Company or the Bank or such person) (icollectively with the payments and benefits hereunder, “Total Payments”) constitute “parachute payments” within the meaning would not be deductible (in whole or part) as a result of Section 280G of the Code by the Company, the Bank, an affiliate or other person making such payment or providing such benefit, the payments and (ii) but for this Section 11, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits hereunder shall be either: reduced until no portion of the Total Payments is not deductible, or the payments and benefits hereunder are reduced to zero. For purposes of this limitation (i) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of payment under subsection (a) delivered in full, or shall be taken into account; (bii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Employee and acceptable to excise tax under the Company’s independent auditors, is not likely to constitute a “parachute payment” within the meaning of Section 4999 280G(b)(2) of the Code; (iii) the payments and benefits hereunder shall be reduced only to the extent necessary so that, whichever in the opinion of the foregoing amountstax counsel referred to in clause (ii), taking into account the applicable federal, state and local income taxes and Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety are likely to constitute reasonable compensation for services actually rendered within the excise tax imposed by meaning of Section 4999, results in the receipt by Executive on an after-tax basis, 280G(b)(4) of the greatest amount of severance benefits, notwithstanding that all Code or some portion of such severance benefits may are otherwise not likely to be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order unless the Company determines in writing a different order: (1) reduction of cash payments under this Agreement; (2) cancellation of some or all accelerated vesting of stock awardsdisallowance as deductions; and (3iv) reduction the value of employee benefits. In any non‑cash benefit or any deferred payment or benefit included in the event that acceleration of vesting of Award compensation is to be reduced, such acceleration of vesting Total Payments shall be cancelled in the reverse order of the date of grant of Executive’s Awards. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 11 shall be made in writing determined by the Company’s independent public accountants immediately prior to Change of Control (auditors in accordance with the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application principles of Sections 280G 280G(d)(3) and 4999 (4) of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 11. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 11.

Limitation of Payments. In Notwithstanding anything in this Agreement to the event that contrary, if Executive is a “disqualified individual” (as defined in section 280G(c) of the severance Code) and other benefits the payments provided for in this Agreement Agreement, together with any other payments or otherwise payable vesting of equity awards which Executive has the right to Executive receive on account of a “change in control” (i) constitute “parachute payments” within the meaning of Section defined for this purpose in section 280G of the Code and Code) would in the aggregate result in a “parachute payment” (iias defined in section 280G(b)(2) but for this Section 11of the Code) to Executive, would the total amount of all such change in control payments shall be subject reduced by BancorpSouth so that the aggregate payments to Executive do not constitute such a parachute payment; provided, however, that such reduction shall not occur if such the net payment to Employee after considering the effect of any applicable excise tax imposed by Section under section 4999 of the CodeCode is greater than the amount that Executive would receive after application of the reduction described in this Section. If Executive’s payments or benefits are delivered to a lesser extent in accordance with this Section, then Executive’s aggregate benefits hereunder shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur reduced in the following order unless the Company determines in writing a different order: (1i) reduction of cash payments under this Agreement; severance pay that is exempt from section 409A, (2ii) cancellation of some or all accelerated vesting of any other cash severance pay, (iv) continued health care benefits, (iii) any restricted stock, (iv) any equity awards other than restricted stock awards; and stock options, and (3v) reduction of employee benefits. In the event that acceleration of vesting of Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s Awardsstock options. Unless the Company BancorpSouth and Executive otherwise agree in writing, any determination required under this Section 11 shall be made in writing by an independent advisor designated by the Company’s independent public accountants immediately prior Company and reasonably acceptable to Change of Control Executive (the “AccountantsIndependent Advisor”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by under this Section 11Section, the Accountants Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections sections 280G and 4999 of the Code; provided that Independent Advisor shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to the Accountants Independent Advisor such information and documents as the Accountants Independent Advisor may reasonably request in order to make a determination under this Section 11Section. The Company shall bear all costs that the Accountants Independent Advisor may reasonably incur in connection with any calculations contemplated by this Section 11Section.

Limitation of Payments. In (i) If any payment received or to be received by the Executive in connection with an event that described in Section 280G(2)(A)(i) of the severance and other benefits provided for in Code (whether payable pursuant to the terms of this Agreement or otherwise payable to Executive any other plan, arrangement or agreement with the Employers (ior their affiliates), (together with the Special Severance Payment, the "Total Payments")) constitute “parachute payments” within would not be deductible by the meaning Employers (or any predecessor Employers of the Executive) in full as a result of Section 280G of the Code and (ii) but for this Code, the Special Severance Payment or other payments or both shall be reduced until no portion of the Total Payments is not deductible as a result of Section 11, would be subject to the excise tax imposed by Section 4999 280G of the Code, then Executive’s benefits hereunder or the Special Severance Payment is reduced to zero, whichever occurs first. (ii) In the event a dispute develops between the Employers and the Executive as to the manner of calculating the amount of the Special Severance Payment payable to the Executive pursuant to this provision, the Special Severance Payment shall be either:calculated by the Employers' independent certified public accountants and if desired by the Employers, outside legal counsel, whose determination shall be binding on the parties hereto. Except as provided in Section 6(f) (iii), the Employers shall have no liability for inaccurate calculation of the benefits payable to the Executive pursuant to this Section 6 so long as such calculation is made in good faith. (aiii) delivered As a result of the possible uncertainty in fullthe application of Section 280(G) of the Code at the time of the initial determination of any amount payable hereunder or as a result of the uncertainties of this Agreement as they may be affected by other compensation plans, or programs, or agreements of the Employers, it is possible that payments made under this Agreement will have been made by the Employers which should not have been made (ban "Overpayment") delivered or that additional payments could have been made which were not made (an "Underpayment"). In the event that a payment or other benefit is due to the Executive under this Agreement or any other plan, program or agreement of the Employers and such payment or benefit results in an Overpayment, as determined by the Employers' independent certified public accountants or outside legal counsel, such Overpayment shall be treated for all purposes as a loan to the Executive which he shall repay to the Employers, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. In the event that the Employers, based on the assertion of a deficiency by the Internal Revenue Service against the Employers or the Executive which the Employers' certified public accountants or outside legal counsel believe has a high probability of success, determines that an Overpayment has been made, such lesser Overpayment shall be treated as a loan to the Executive which he shall repay to the Employers, together with interest at the applicable federal rate provided in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Executive to the Employers if and to the extent that such payment would not reduce both the amount which would result in no portion of such severance benefits being is subject to excise tax taxation under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes Code and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable deduction denied under Section 4999 280G of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order unless the Company determines in writing a different order: (1) reduction of cash payments under this Agreement; (2) cancellation of some or all accelerated vesting of stock awards; and (3) reduction of employee benefits. In the event that acceleration of vesting of Award compensation is to be reducedthe Employers' independent certified public accountants or outside legal counsel determine that an Underpayment has occurred, such acceleration of vesting Underpayment shall be cancelled in paid promptly by the reverse order Employers to or for the benefit of the date of grant of Executive’s Awards. Unless , together with interest at the Company and Executive otherwise agree applicable federal rate provided for in writing, any determination required under this Section 11 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 7872(f)(2) of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 11. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 11.