Common use of Limitations on Payments Clause in Contracts

Limitations on Payments. (i) The provisions of this Section 6(c) and not those of Section 6(b) shall apply to any Payments to which the Executive first becomes entitled as a result of an event occurring on or after January 1, 2014. In the event that any such Payments (x) constitute “parachute payments” within the meaning of Section 280G of the Code and (y) but for this subsection (b), would be subject to the Excise Tax, such Payments shall be either (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(c)(i) shall be made in writing in good faith by the Accountants in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the calculations required by this Section 6(c), the Accountants may make reasonable assumptions and approximations concerning the application taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.

Limitations on Payments. (ia) The provisions of Anything in this Section 6(c) and not those of Section 6(b) shall apply Agreement to any Payments to which the Executive first becomes entitled as a result of an event occurring on or after January 1contrary notwithstanding, 2014. In in the event that it shall be determined as set forth herein that any such Payments payment or distribution by the Corporation or the Bank to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (x) a “Payment”), would constitute an “excess parachute paymentspayment” within the meaning of Section 280G of the Code Code, and that it would be economically advantageous to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (ysuch payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but for this subsection (b), would not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the Excise Tax, such Payments shall be either (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable taxation under Section 4999 of the Code. Unless For purposes of this Section 17, present value shall be determined in accordance with Section 280G(d)(4) of the Company and Executive otherwise agree Code. (b) All determinations to be made under this Section 17 shall be made, in writing, by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination required under this Section 6(c)(i) by the Accounting Firm shall be made binding upon the Corporation and you. You shall in writing in good faith by the Accountants in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his your sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 17, which determination shall be made by delivery of written notice to the Corporation within 10 days of your receipt of the determination of the Accounting Firm. Within five (as long as, 5) days after such your timely determination, none the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments are subject to as it may deem appropriate, but no less than the Excise Tax) and shall notify the Executive promptly of such determinationReduced Amount. (iiic) For purposes As a result of making the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required by this Section 6(c)to be made hereunder. Within two (2) years after the Separation from Service, the Accountants may make reasonable assumptions Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and approximations concerning to the application taxes and may rely on reasonable good faith interpretations concerning extent such payment would not reduce the application of Sections 280G and amount which is subject to taxation under Section 4999 of the Code. The Company and In the Executive event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall furnish be promptly paid by the Corporation to or for the Accountants such information and documents as benefit of you together with interest thereon at the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c)Federal Rate. (ivd) If All of the Payments are reduced fees and expenses of the Accounting Firm in performing the determinations referred to avoid in paragraphs (b) and (c) above shall be borne solely by the Excise Tax Corporation. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to Section 6(c)(iparagraphs (b) hereof and notwithstanding such reduction(c) above, except for claims, damages or expenses resulting from the IRS determines that the Executive is liable for the Excise Tax as a result gross negligence or willful misconduct of the receipt of Payments from the CompanyAccounting Firm. (e) All payments made to Executive pursuant to this Agreement or otherwise, then the Executive shall be obligated are subject to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amountand conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.

Limitations on Payments. (i) The provisions If it is determined that any payment, benefit or distribution provided for in this Agreement or otherwise (for the purposes of this Section 6(c6(b), each, a “Payment” and collectively, the “Payments”) and not those from the Company to or for the benefit of Section 6(b) shall apply to any Payments to which the Executive first becomes entitled as a result of an event occurring on or after January 1, 2014. In the event that any such Payments (x) constitute constitutes a “parachute paymentspayment” within the meaning of Section 280G of the Code and (y) but for this subsection (b), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), such Payments shall be either: (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(c)(i6(b)(i) shall be made in writing in good faith by an independent accounting firm selected by the Accountants Company, whose determinations shall be binding upon the Company and the Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the calculations required by this Section 6(c6(b), the Accountants may make reasonable assumptions and approximations concerning the application taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c6(b). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.

Limitations on Payments. (i) The provisions Notwithstanding any other provision of this Section 6(c) and not those Agreement, if any portion of Section 6(b) shall apply to any payment under this Agreement, or under any other agreement with or plan of the Company or its affiliates (in the aggregate "Total Payments"), would constitute an "excess parachute payment," then the Total Payments to be made to the Employee shall be reduced such that the value of the aggregate Total Payments that the Employee is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Executive first becomes entitled Employee may receive without becoming subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as a result amended (the "Code") or which the Company may pay without loss of an event occurring on or after January 1deduction under Section 280G(a) of the Code. For purposes of this Agreement, 2014. In the event that any such Payments (x) constitute “terms "excess parachute payment" and "parachute payments” within " shall have the meaning of assigned to them in Section 280G of the Code Code, and (y) but for this subsection (b), would be subject to the Excise Tax, such Payments "parachute payments" shall be either valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b) (A2) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless Within fifteen (15) days following the Date of Termination or notice by the Company to the Employee of its belief that there is a payment or benefit due the Employee which will result in an excess parachute payment as defined in Section 280G of the Code, the Employee and Executive otherwise agree in writingthe Company, any determination required under this Section 6(c)(iat the Company's expense, shall obtain the opinion (which need not be unqualified) shall be made in writing in good faith of nationally recognized tax counsel selected by the Accountants Company's independent auditors and acceptable to the Employee in good faith consultation with his sole discretion (which may be regular outside counsel to the Executive. Company), which opinion sets forth (i) the amount of the Base Period Income, (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the calculations required by this Section 6(c), the Accountants may make reasonable assumptions and approximations concerning the application taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.and

Limitations on Payments. (i) The provisions If it is determined that any payment, benefit or distribution provided for in this Agreement or otherwise (for the purposes of this Section 6(c6(b), each, a “Payment” and collectively, the “Payments”) and not those from the Company to or for the benefit of Section 6(b) shall apply to any Payments to which the Executive first becomes entitled as a result of an event occurring on or after January 1, 2014. In the event that any such Payments (x) constitute constitutes a “parachute paymentspayment” within the meaning of Section 280G of the Code and (y) but for this subsection (b), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), such Payments shall be either: (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(c)(i6(b)(i) shall be made in writing in good faith by an independent accounting firm selected by the Accountants Company, whose determinations shall be binding upon the Company and the Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much of the Payments shall be eliminated or reduced (as long asin the following order, after such electionin each case, none in reverse chronological order beginning with the Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to the Excise Taxcalculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments that are subject to the Excise Taxcalculation under Treas. Reg. §1.280G-1, Q&A-24(b) and but not §1.280G-1, Q&A-24(c) shall notify the Executive promptly of such determinationbe reduced before any amounts that are subject to calculation under §1.280G-1, Q&A-24(c). (iii) For purposes of making the determinations and calculations required by this Section 6(c6(b), the Accountants Accountants: (A) shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control within the meaning of Section 280G(b)(2) of the Code and the regulations thereunder, including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, whether set forth in this Agreement or otherwise (a “Noncompete Covenant”), and the Company shall cooperate in good faith in connection with any such valuations and reasonable compensation positions; and (B) may make reasonable assumptions and approximations concerning the application of taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable reasonably request in order to make a determination under this SectionSection 6(b). The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c6(b). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i6(b)(i) hereof and notwithstanding such reduction, the IRS United States Internal Revenue Service (“IRS”) determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 thirty (30) days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.

Limitations on Payments. (i) The provisions Notwithstanding any other provision of this Section 6(c) and not those Agreement, if any portion of Section 6(b) shall apply to any payment under this Agreement, or under any other agreement with or plan of the Company or its affiliates (in the aggregate "Total Payments"), would constitute an "excess parachute payment," then the Total Payments to be made to the Employee shall be reduced such that the value of the aggregate Total Payments that the Employee is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Executive first becomes entitled Employee may receive without becoming subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as a result amended (the "Code") or which the Company may pay without loss of an event occurring on or after January 1deduction under Section 280G(a) of the Code. For purposes of this Agreement, 2014. In the event that any such Payments (x) constitute “terms "excess parachute payment" and "parachute payments” within " shall have the meaning of assigned to them in Section 280G of the Code Code, and (y) but for this subsection (b), would be subject to the Excise Tax, such Payments "parachute payments" shall be either (Avalued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b)(2) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless Within fifteen (15) days following the Date of Termination or notice by the Company to the Employee of its belief that there is a payment or benefit due the Employee which will result in an excess parachute payment as defined in Section 280G of the Code, the Employee and the Company, at the Company's expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel selected by the Company's independent auditors and acceptable to the Employee in his sole discretion (which may be regular outside counsel to the Company), which opinion sets forth (i) the amount of the Base Period Income, (ii) the amount and present value of Total Payments and (iii) the amount and present value of any excess parachute payments determined without regard to the limitations of this paragraph. As used in this Agreement, the term "Base Period Income" means an amount equal to the Employee's "annualized includible compensation for the base period" as defined in Section 280G(d)(1) of the Code. For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280(G)(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive otherwise agree in writingthe Employee. If such opinion determines that there would be an excess parachute payment, any determination required under this Section 6(c)(i) shall payment or benefit determined by such counsel to be made includible in writing in good faith by the Accountants in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much of the Total Payments shall be reduced or eliminated or reduced (as long as, after such election, none of specified by the Payments are subject Employee in writing delivered to the Excise Tax), and shall advise the Company in writing of his election within ten five (105) days of his receipt of such opinion or, if the Employee fails to so notify the 5 Company’s notice, then as the Company shall reasonably determine, so that under the bases of calculations set forth in such opinion there will be excess parachute payment. If no such election is made by legal counsel so requests in connection with the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the calculations opinion required by this Section 6(c)paragraph, the Accountants may make reasonable assumptions Employee and approximations concerning the application taxes Company shall obtain at the Company's expense, and the legal counsel may rely on reasonable good faith interpretations concerning in providing the application opinion, the advice of a firm of recognized executive compensation to be received by the Employee. If the provisions of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c). (iv) If the Payments Code are reduced to avoid the Excise Tax pursuant to Section 6(c)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Companyrepealed without succession, then the Executive this paragraph shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amountno further force or effect.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.

Limitations on Payments. (i) The provisions If it is determined that any payment, benefit or distribution provided for in this Agreement or otherwise (for the purposes of this Section 6(c6(b), each, a “Payment” and collectively, the “Payments”) and not those from the Company to or for the benefit of Section 6(b) shall apply to any Payments to which the Executive first becomes entitled as a result of an event occurring on or after January 1, 2014. In the event that any such Payments (x) constitute constitutes a “parachute paymentspayment” within the meaning of Section 280G of the Code and (y) but for this subsection (b), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), such Payments shall be either : (A) delivered in full, or or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(c)(i6(b)(i) shall be made in writing in good faith by an independent accounting firm selected by the Accountants Company, whose determinations shall be binding upon the Company and the Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his the Executive’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his the Executive’s election within ten (10) days of his the Executive’s receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the determinations and calculations required by this Section 6(c6(b), the Accountants Accountants: (A) shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control within the meaning of Section 280G(b)(2) of the Code and the regulations thereunder, including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, whether set forth in this Agreement or otherwise (a “Noncompete Covenant”), and the Company shall cooperate in good faith in connection with any such valuations and reasonable compensation positions. Without limiting the generality of the foregoing, for purposes of this provision, the Company agrees to allocate as consideration for any Noncompete Covenant the maximum amount of compensation and benefits payable under this Agreement reasonably allocable thereto so as to avoid, to the extent possible, subjecting any Payments to tax under Section 4999 of the Code; and (B) may make reasonable assumptions and approximations concerning the application of taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable reasonably request in order to make a determination under this SectionSection 6(b). The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c6(b). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.7

Limitations on Payments. All prepayments referred to in Section 2.3(b)(ii) above are subject to permissibility under (i) The provisions applicable local law (e.g., financial assistance, corporate benefit, restrictions on upstreaming of this Section 6(ccash intra-group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries) and not those (ii) material constituent document restrictions existing as of Section 6(b) shall apply to any Payments to which the Executive first becomes entitled Closing Date (including as a result of an event occurring on minority ownership). There will be no requirement to make any prepayment under Section 2.3(b)(ii) if Borrowers and their Subsidiaries or after January 1any of their Affiliates provide reasonable evidence to Agent and Lenders that it would incur a material tax liability, 2014. In the event that any such Payments (x) constitute “parachute payments” within the meaning of including a deemed dividend pursuant to Section 280G 956 of the Code IRC; provided, further, that utilization of the net operating losses of Borrowers and (y) but their Subsidiaries shall be excluded from Borrowers’ determination of whether such prepayment would result in material adverse tax liabilities to Borrowers or any of their respective Subsidiaries. The non-application of any prepayment amounts as a consequence of the foregoing provisions shall not, for this subsection (bthe avoidance of doubt, constitute an Event of Default under Section 9.1(a), would and such amounts shall be available for working capital purposes of Borrowers and their Subsidiaries, subject to the Excise Taxterms and conditions of this Agreement, so long as such Payments amounts are not required to be prepaid in accordance with the following provisions. Borrowers and their Subsidiaries shall be either use commercially reasonable efforts to reduce or eliminate the foregoing restrictions and/or minimize any such costs of prepayment and/or use the other cash resources of Borrowers and their Subsidiaries (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Taxconsiderations above) to make the relevant payment; provided, whichever however, such efforts shall not include the application or use of the foregoing amounts, taking into account the applicable federal, state net operating losses of Borrowers and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, their Subsidiaries. If at any time within one year of the greatest amount of Payments, notwithstanding a required prepayment date that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required is excused under this Section 6(c)(i) shall 2.3(f), such restrictions are removed, any relevant proceeds will be made applied in writing in good faith by the Accountants in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much prepayment of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the calculations required by this Section 6(c), the Accountants may make reasonable assumptions and approximations concerning the application taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximizedLoans. Notwithstanding the foregoing, any prepayments required after application of the Repayment Amount above provision shall be zero if net of any costs, expenses or taxes incurred by Borrowers and their Subsidiaries or any of their Affiliates arising solely as a Repayment Amount result of more than zero would not eliminate the Excise Tax in accordance compliance with the principles of Section 6(c)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligationpreceding sentence, the Executive shall pay the Excise Tax. The Repayment Obligation and Borrowers and their Subsidiaries shall be discharged within 30 days of either (A) the Executive’s entering into permitted to make, directly or indirectly, a binding agreement with the IRS as dividend or distribution to the their Affiliates in an amount of Excise Tax sufficient to cover such tax liability, costs or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely takenexpenses.

Limitations on Payments. (i) The provisions If it is determined that any payment, benefit or distribution provided for in this Agreement or otherwise (for the purposes of this Section 6(c6(b), each, a “Payment” and collectively, the “Payments”) and not those from the Company to or for the benefit of Section 6(b) shall apply to any Payments to which the Executive first becomes entitled as a result of an event occurring on or after January 1, 2014. In the event that any such Payments (x) constitute constitutes a “parachute paymentspayment” within the meaning of Section 280G of the Code and (y) but for this subsection (b), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), such Payments shall be either: (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(c)(i6(b)(i) shall be made in writing in good faith by an independent accounting firm selected by the Accountants Company, whose determinations shall be binding upon the Company and the Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his the Executive’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his the Executive’s election within ten (10) days of his the Executive’s receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the calculations required by this Section 6(c6(b), the Accountants may make reasonable assumptions and approximations concerning the application taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c6(b). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.

Limitations on Payments. (i) The provisions of Anything in this Section 6(c) and not those 5 to the contrary notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided, by the Company to or for the benefit of Section 6(b) shall apply to any Payments to which the Executive first becomes entitled (whether paid or payable or distributed or distributable or provided pursuant to the terms hereof or otherwise) would constitute a "parachute payment" as a result of an event occurring on or after January 1, 2014. In the event that any such Payments (x) constitute “parachute payments” within the meaning of defined in Section 280G of the Internal Revenue Code and of 1986, as amended (y) but for this subsection (bthe "Code"), would be subject then the lump sum severance payment payable pursuant to the Excise Tax, such Payments Section 5(c)(i) shall be either reduced so hat the aggregate present value of all payments in the nature of compensation to (Aor for the benefit of) delivered the Executive which are contingent on a change of control (as defined in full, or Code Section 280G(b)(2)(A)) is One Dollar (B$1.00) delivered less than the amount which the Executive could receive without being considered to such lesser extent that would result have received any parachute payment (the amount of this reduction in no portion the lump sum severance payment is referred to herein as "the Excess Amount"). The determination of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination reduction required under by this Section 6(c)(i5(f)(i) shall be made in writing in good faith by an independent accounting firm (other than the Company's independent accounting firm) selected by the Accountants in good faith consultation with Company and acceptable to the Executive, and such determination shall be conclusive and binding on the parties hereto. (ii) In Notwithstanding the event provisions of Section 5(f)(i), if it is established, pursuant to a reduction in the Payments is required hereunderfinal determination of a court or an Internal Revenue Service proceeding which has been finally and conclusively resolved, the Company shall promptly give that an Excess Amount was received by the Executive notice from the Company, then such Excess Amount shall be deemed for all purposes to that effect be a loan to the Executive made on the date the Executive received the Excess Amount and the Executive may then determine, in his sole discretion, which and how much of shall repay the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject Excess Amount to the Excise Tax), and shall advise the Company in writing of his election within on demand (but no less than ten (10) days of his receipt of the Company’s notice. If no such election after written demand is made received by the Executive within such period, Executive) together with interest on the4 Excess Amount at the Company may determine which and how much of the Payments shall be eliminated or reduced "applicable Federal rate" (as long as, after such determination, none of the Payments are subject to the Excise Taxdefined in Section 1274(d) and shall notify the Executive promptly of such determination. (iii) For purposes of making the calculations required by this Section 6(c), the Accountants may make reasonable assumptions and approximations concerning the application taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and ) from the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result date of the Executive's receipt of Payments from such Excess Amount until the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount date of money equal to the “Repayment Amountsuch repayment.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.

Limitations on Payments. (i) The provisions of Anything in this Section 6(c) and not those 5 to the contrary notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided, by the Company to or for the benefit of Section 6(b) shall apply to any Payments to which the Executive first becomes entitled (whether paid or payable or distributed or distributable or provided pursuant to the terms hereof or otherwise) would constitute a "parachute payment" as a result of an event occurring on or after January 1, 2014. In the event that any such Payments (x) constitute “parachute payments” within the meaning of defined in Section 280G of the Internal Revenue Code and of 1986, as amended (y) but for this subsection (bthe "Code"), would be subject then the lump sum severance payment payable pursuant to the Excise Tax, such Payments Section 5(c)(i) shall be either reduced so hat the aggregate present value of all payments in the nature of compensation to (Aor for the benefit of) delivered the Executive which are contingent on a change of control (as defined in full, or Code Section 280G(b)(2)(A)) is One Dollar (B$1.00) delivered less than the amount which the Executive could receive without being considered to such lesser extent that would result have received any parachute payment (the amount of this reduction in no portion the lump sum severance payment is referred to herein as "the Excess Amount"). The determination of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination reduction required under by this Section 6(c)(i5(f)(i) shall be made in writing in good faith by an independent accounting firm (other than the Company's independent accounting firm) selected by the Accountants in good faith consultation with Company and acceptable to the Executive, and such determination shall be conclusive and binding on the parties hereto. (ii) In Notwithstanding the event provisions of Section 5(f)(i), if it is established, pursuant to a reduction in the Payments is required hereunderfinal determination of a court or an Internal Revenue Service proceeding which has been finally and conclusively resolved, the Company shall promptly give that an Excess Amount was received by the Executive notice from the Company, then such Excess Amount shall be deemed for all purposes to that effect be a loan to the Executive made on the date the Executive received the Excess Amount and the Executive may then determine, in his sole discretion, which and how much of shall repay the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject Excess Amount to the Excise Tax), and shall advise the Company in writing of his election within on demand (but no less than ten (10) days of his receipt of the Company’s notice. If no such election after written demand is made received by the Executive within such period, Executive) together with interest on the Company may determine which and how much of Excess Amount at the Payments shall be eliminated or reduced "applicable Federal rate" (as long as, after such determination, none of the Payments are subject to the Excise Taxdefined in Section 1274(d) and shall notify the Executive promptly of such determination. (iii) For purposes of making the calculations required by this Section 6(c), the Accountants may make reasonable assumptions and approximations concerning the application taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and ) from the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result date of the Executive's receipt of Payments from such Excess Amount until the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount date of money equal to the “Repayment Amountsuch repayment.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.

Limitations on Payments. (i) The provisions If it is determined that any payment, benefit or distribution provided for in this Agreement or otherwise (for the purposes of this Section 6(c6(b), each, a “Payment” and collectively, the “Payments”) and not those from the Company to or for the benefit of Section 6(b) shall apply to any Payments to which the Executive first becomes entitled as a result of an event occurring on or after January 1, 2014. In the event that any such Payments (x) constitute constitutes a “parachute paymentspayment” within the meaning of Section 280G of the Code and (y) but for this subsection (b), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), such Payments shall be either: (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(c)(i6(b)(i) shall be made in writing in good faith by an independent accounting firm selected by the Accountants Company, whose determinations shall be binding upon the Company and the Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his the Executive’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his the Executive’s election within ten (10) days of his the Executive’s receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the determinations and calculations required by this Section 6(c6(b), the Accountants Accountants: (A) shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control within the meaning of Section 280G(b)(2) of the Code and the regulations thereunder, including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, whether set forth in this Agreement or otherwise (a “Noncompete Covenant”), and the Company shall cooperate in good faith in connection with any such valuations and reasonable compensation positions. Without limiting the generality of the foregoing, for purposes of this provision, the Company agrees to allocate as consideration for any Noncompete Covenant the maximum amount of compensation and benefits payable under this Agreement reasonably allocable thereto so as to avoid, to the extent possible, subjecting any Payments to tax under Section 4999 of the Code; and (B) may make reasonable assumptions and approximations concerning the application of taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable reasonably request in order to make a determination under this SectionSection 6(b). The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c6(b). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.

Limitations on Payments. (ia) The provisions payments and benefits provided under Section 5 shall be made without regard to whether such payments and benefits, either alone or in conjunction with any other payments or benefits made available to Executive by the Corporation and/or the Bank, will result in Executive being subject to an excise tax under Section 4999 of the Code (the “Excise Tax”) or whether the deductibility of such payments and benefits would be limited or precluded by Section 280G of the Code; provided, however, that if the Total After-Tax Payments (as defined below) would be increased by limitation or elimination of payments or benefits provided under Section 5, then the amounts and benefits payable under Section 5 will be reduced to the minimum extent necessary to maximize the Total After-Tax Payments. For purposes of this Section 6(c) and not those 20, “Total After-Tax Payments” means the total of Section 6(b) shall apply to any Payments to which the Executive first becomes entitled as a result of an event occurring on or after January 1, 2014. In the event that any such Payments (x) constitute all “parachute payments” within (as that term is defined in Section 280G(b)(2) of the meaning Code and which the parties agree will not include any portion of payments allocated to the non-compete provisions of Section 7 which are classified as payments of reasonable compensation for purposes of Section 280G of the Code and Code)) made to or for the benefit of Executive (y) but for whether made under this subsection (bAgreement or otherwise), would be subject to the Excise Taxafter reduction for all applicable taxes (including, such Payments shall be either (A) delivered in fullwithout limitation, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(c)(i) shall be made in writing in good faith by the Accountants in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. If no a reduction to the payments or benefits provided under Section 5 is required pursuant to this Section 20, such election is reduction shall occur to the payments and benefits in the order that results in the greatest economic present value of all payments and benefits actually made to Executive. All calculations to be made under this Section 20 shall be made by the Executive within such periodCorporation’s independent public accountants, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify right of Executive’s representative to review same. The parties recognize that the Executive promptly actual implementation of such determination. (iii) For purposes the provisions of making the calculations required by this Section 6(c), the Accountants may make reasonable assumptions 20 are complex and approximations concerning the application taxes and may rely on reasonable agree to deal with each other in good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with resolve any calculations contemplated by this Section 6(c)questions or disagreements arising hereunder. (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.

Limitations on Payments. (i) The provisions If it is determined that any payment, benefit or distribution provided for in this Agreement or otherwise (for the purposes of this Section 6(c6(b), each, a “Payment” and collectively, the “Payments”) and not those from the Company to or for the benefit of Section 6(b) shall apply to any Payments to which the Executive first becomes entitled as a result of an event occurring on or after January 1, 2014. In the event that any such Payments (x) constitute constitutes a “parachute paymentspayment” within the meaning of Section 280G of the Code and (y) but for this subsection (b), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), such Payments shall be either: (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(c)(i6(b)(i) shall be made in writing in good faith by an independent accounting firm selected by the Accountants Company, whose determinations shall be binding upon the Company and the Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his the Executive’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his the Executive’s election within ten (10) days of his the Executive’s receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the determinations and calculations required by this Section 6(c6(b), the Accountants Accountants: (A) shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control within the meaning of Section 280G(b)(2) of the Code and the regulations thereunder, including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, whether set forth in this Agreement or otherwise (a “Noncompete Covenant”), and the Company shall cooperate in good faith in connection with any such valuations and reasonable compensation positions. Without limiting the generality of the foregoing, for purposes of this provision, the Company agrees to allocate as consideration for any Noncompete Covenant the maximum amount of compensation and benefits payable under this Agreement reasonably allocable thereto so as to avoid, to the extent possible, subjecting any Payments to tax under Section 4999 of the Code; and (B) may make reasonable assumptions and approximations concerning the application of taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable reasonably request in order to make a determination under this SectionSection 6(b). The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c6(b). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.

Limitations on Payments. (i) The provisions If it is determined that any payment, benefit or distribution provided for in this Agreement or otherwise (for the purposes of this Section 6(c6(b), each, a “Payment” and collectively, the “Payments”) and not those from the Company to or for the benefit of Section 6(b) shall apply to any Payments to which the Executive first becomes entitled as a result of an event occurring on or after January 1, 2014. In the event that any such Payments (x) constitute constitutes a “parachute paymentspayment” within the meaning of Section 280G of the Code and (y) but for this subsection (b), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), such Payments shall be either: (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(c)(i6(b)(i) shall be made in writing in good faith by an independent accounting firm selected by the Accountants Company, whose determinations shall be binding upon the Company and the Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much of the Payments shall be eliminated or reduced (as long asin the following order, after such electionin each case, none in reverse chronological order beginning with the Payments that are to be paid the furthest in time from consummation of the Payments are transaction that is subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the calculations required by this Section 6(c), the Accountants may make reasonable assumptions and approximations concerning the application taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c). : (iv1) If the Payments are reduced to avoid the Excise Tax pursuant cash payments not subject to Section 6(c)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result 409A of the receipt of Payments from the Company, then the Executive shall be obligated Code; (2) cash payments subject to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment Section 409A of the Excise Tax imposed on such benefitsCode; (3) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.equity-based payments and acceleration; and

Limitations on Payments. (i) The provisions of this Section 6(c) and not those of Section 6(b) shall apply to any Payments to which the Executive first becomes entitled as a result of an event occurring on or after January 1, 2014. In the event that any such Payments (x) constitute “parachute payments” within the meaning of Section 280G of the Code and (y) but for this subsection (b), would be subject to the Excise Tax, such Payments shall be either (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(c)(i) shall be made in writing in good faith by the Accountants in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the determinations and calculations required by this Section 6(c6(b), the Accountants Accountants: (A) shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control within the meaning of Section 280G(b)(2) of the Code and the regulations thereunder, including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, whether set forth in this Agreement or otherwise (a “Noncompete Covenant”), and the Company shall cooperate in good faith in connection with any such valuations and reasonable compensation positions. Without limiting the generality of the foregoing, for purposes of this provision, the Company agrees to allocate as consideration for any Noncompete Covenant the maximum amount of compensation and benefits payable under this Agreement reasonably allocable thereto so as to avoid, to the extent possible, subjecting any Payments to tax under Section 4999 of the Code; and (B) may make reasonable assumptions and approximations concerning the application of taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable reasonably request in order to make a determination under this SectionSection 6(b). The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c6(b). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.

Limitations on Payments. All prepayments referred to in Section 2.3(b)(i) above are subject to permissibility under (i) The provisions applicable local law (e.g., financial assistance, corporate benefit, restrictions on upstreaming of this Section 6(ccash intra-group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries) and not those (ii) material constituent document restrictions existing as of Section 6(b) shall apply to any Payments to which the Executive first becomes entitled Closing Date (including as a result of an event occurring on minority ownership). There will be no requirement to make any prepayment under Section 2.3(b)(i) if Borrower and its Subsidiaries or after January 1any of their Affiliates provide reasonable evidence to Agent and Lenders that it would incur a material tax liability, 2014. In the event that any such Payments (x) constitute “parachute payments” within the meaning of including a deemed dividend pursuant to Section 280G 956 of the Code IRC; provided, further, that utilization of the net operating losses of Borrower and (y) but its Subsidiaries shall be excluded from Borrower’s determination of whether such prepayment would result in material adverse tax liabilities to Borrower or any of its Subsidiaries. The non-application of any prepayment amounts as a consequence of the foregoing provisions shall not, for this subsection (bthe avoidance of doubt, constitute an Event of Default under Section 9.1(a), would and such amounts shall be available for working capital purposes of Borrower and its Subsidiaries, subject to the Excise Taxterms and conditions of this Agreement, so long as such Payments amounts are not required to be prepaid in accordance with the following provisions. Borrower and its Subsidiaries shall be either use commercially reasonable efforts to reduce or eliminate the foregoing restrictions and/or minimize any such costs of prepayment and/or use the other cash resources of Borrower and its Subsidiaries (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Taxconsiderations above) to make the relevant payment; provided, whichever however, such efforts shall not include the application or use of the foregoing amounts, taking into account the applicable federal, state net operating losses of Borrower and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, its Subsidiaries. If at any time within one year of the greatest amount of Payments, notwithstanding a required prepayment date that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required is excused under this Section 6(c)(i) shall 2.3(f), such restrictions are removed, any relevant proceeds will be made applied in writing in good faith by the Accountants in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much prepayment of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the calculations required by this Section 6(c), the Accountants may make reasonable assumptions and approximations concerning the application taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximizedTerm Loan. Notwithstanding the foregoing, any prepayments required after application of the Repayment Amount above provision shall be zero if net of any costs, expenses or taxes incurred by Borrower and its Subsidiaries or any of its Affiliates arising solely as a Repayment Amount result of more than zero would not eliminate the Excise Tax in accordance compliance with the principles of Section 6(c)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligationpreceding sentence, the Executive shall pay the Excise Tax. The Repayment Obligation and Borrower and its Subsidiaries shall be discharged within 30 days of either (A) the Executive’s entering into permitted to make, directly or indirectly, a binding agreement with the IRS as dividend or distribution to the its Affiliates in an amount of Excise Tax sufficient to cover such tax liability, costs or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely takenexpenses.

Limitations on Payments. (i) The provisions If it is determined that any payment, benefit or distribution provided for in this Agreement or otherwise (each, a “Payment” and collectively, the “Payments”) from the Company to or for the benefit of this Section 6(c) and not those of Section 6(b) shall apply to any Payments the Executive to which the Executive first becomes entitled as a result of an event occurring on or after January October 1, 2014. In the event that any such Payments 2010 (x) constitute constitutes a “parachute paymentspayment” within the meaning of Section 280G of the Code and (y) but for this subsection (b), would be subject to excise tax imposed by Section 4999 of the Code (the “Excise Tax”), such Payments shall be either (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(c)(i6(b)(i) shall be made in writing in good faith by an independent accounting firm selected by the Accountants Company, whose determinations shall be binding upon the Company and the Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the calculations required by this Section 6(c6(b), the Accountants may make reasonable assumptions and approximations concerning the application taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c6(b). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.

Limitations on Payments. (i) The provisions Notwithstanding any other provision of this Section 6(c) and not those Agreement, if any portion of Section 6(b) shall apply to any payment under this Agreement, or under any other agreement with or plan of the Company or its affiliates (in the aggregate "Total Payments"), would constitute an "excess parachute payment," then the Total Payments to be made to the Executive shall be reduced such that the value of the aggregate Total Payments that the Executive is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Executive first becomes entitled may receive without becoming subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as a result amended (the "Code") or which the Company may pay without loss of an event occurring on or after January 1deduction under Section 280G(a) of the Code. For purposes of this Agreement, 2014. In the event that any such Payments (x) constitute “terms "excess parachute payment" and "parachute payments” within " shall have the meaning of assigned to them in Section 280G of the Code Code, and (y) but for this subsection (b), would be subject to the Excise Tax, such Payments "parachute payments" shall be either valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b) (A2) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless Within fifteen (15) days following the Date of Termination or notice by the Company to the Executive of its belief that there is a payment or benefit due the Executive which will result in an excess parachute payment as defined in Section 280G of the Code, the Executive and the Company, at the Company's expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel selected by the Company's independent auditors and acceptable to the Executive in his sole discretion (which may be regular outside counsel to the Company), which opinion sets forth (i) the amount of the Base Period Income, (ii) the amount and present value of Total Payments and (iii) the amount and present value of any excess parachute payments determined without regard to the limitations of this paragraph. As used in this Agreement, the term "Base Period Income" means an amount equal to the Executive's "annualized includible compensation for the base period" as defined in Section 280G(d) (1) of the Code. For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 28OG(d) (3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive otherwise agree in writingthe Executive. If such opinion determines that there would be an excess parachute payment, any determination required under this Section 6(c)(i) shall payment or benefit determined by such counsel to be made includible in writing in good faith by the Accountants in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much of the Total Payments shall be reduced or eliminated or reduced (as long as, after such election, none of specified by the Payments are subject Executive in writing delivered to the Excise Tax), and shall advise the Company in writing of his election within ten five (105) days of his receipt of such opinion or, if the Executive fails to so notify the Company’s notice, then as the Company shall reasonably determine, so that under the bases of calculations set forth in such opinion there will be excess parachute payment. If no such election is made by legal counsel so requests in connection with the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the calculations opinion required by this Section 6(c)paragraph, the Accountants may make reasonable assumptions Executive and approximations concerning the application taxes Company shall obtain at the Company's expense, and the legal counsel may rely on reasonable good faith interpretations concerning in providing the application opinion, the advice of a firm of recognized executive compensation to be received by the Executive. If the provisions of Sections 280G 28OG and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c). (iv) If the Payments Code are reduced to avoid the Excise Tax pursuant to Section 6(c)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Companyrepealed without succession, then the Executive this paragraph shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amountno further force or effect.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.

Limitations on Payments. (i) The provisions If it is determined that any payment, benefit or distribution provided for in this Agreement or otherwise (for the purposes of this Section 6(c6(b), each, a “Payment” and collectively, the “Payments”) and not those from the Company to or for the benefit of Section 6(b) shall apply to any Payments to which the Executive first becomes entitled as a result of an event occurring on or after January 1, 2014. In the event that any such Payments (x) constitute constitutes a “parachute paymentspayment” within the meaning of Section 280G of the Code and (y) but for this subsection (b), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), such Payments shall be either: (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(c)(i6(b)(i) shall be made in writing in good faith by an independent accounting firm selected by the Accountants Company, whose determinations shall be binding upon the Company and the Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much of the Payments shall be eliminated or reduced (as long asin the following order, after such electionin each case, none in reverse chronological order beginning with the Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to the Excise Tax)calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments that are subject to the Excise Taxcalculation under Treas. Reg. §1.280G-1, Q&A-24(b) and but not §1.280G-1, Q&A-24(c) shall notify the Executive promptly of such determinationbe reduced before any amounts that are subject to calculation under §1.280G-1, Q&A-24(c). (iii) For purposes of making the determinations and calculations required by this Section 6(c6(b), the Accountants Accountants: (A) shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control within the meaning of Section 280G(b)(2) of the Code and the regulations thereunder, including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, whether set forth in this Agreement or otherwise (a “Noncompete Covenant”), and the Company shall cooperate in good faith in connection with any such valuations and reasonable compensation positions; and (B) may make reasonable assumptions and approximations concerning the application of taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable reasonably request in order to make a determination under this SectionSection 6(b). The Executive shall be entitled to receive a draft copy of the calculations produced by the Accountants with a reasonable time for review and the Accountants shall reasonably consider comments on such draft calculations timely provided by the Executive. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c6(b). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i6(b)(i) hereof and notwithstanding such reduction, the IRS United States Internal Revenue Service (“IRS”) determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 thirty (30) days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.

Limitations on Payments. All prepayments referred to in Section 2.05(b)(ii) above with respect to Net Cash Proceeds received by any Foreign Subsidiary from Dispositions or Involuntary Dispositions are subject to permissibility under applicable Law (ie.g., financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries). There will be no requirement to make any prepayment under Section 2.05(b)(ii) The provisions with respect to Net Cash Proceeds received by any Foreign Subsidiary from Dispositions or Involuntary Dispositions if the Borrower and its Subsidiaries provide reasonable evidence to the Administrative Agent and the Lenders that it would incur a material tax liability, including a deemed dividend pursuant to Section 956 of this Section 6(c) and not those the IRC, resulting solely from the repatriation of Section 6(b) shall apply such Net Cash Proceeds to any Payments to which the Executive first becomes entitled Loan Party for such prepayment. The non-application of any prepayment amounts as a result of an event occurring on or after January 1, 2014. In the event that any such Payments (x) constitute “parachute payments” within the meaning of Section 280G consequence of the Code foregoing provisions shall not, for the avoidance of doubt, constitute an Event of Default, and (y) but such amounts shall be available for this subsection (b)working capital purposes of Borrower and its Subsidiaries, would be subject to the Excise Taxterms and conditions of this Agreement, so long as such Payments amounts are not required to be prepaid in accordance with the following provisions. The Borrower and its Subsidiaries shall be either use commercially reasonable efforts to reduce or eliminate the foregoing restrictions and/or minimize any such costs of prepayment and repatriation and/or to overcome or eliminate any such tax liability, as applicable, and/or use the other cash resources of Borrower and its Subsidiaries (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever considerations above) to make the relevant prepayment. If at any time within one year of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding a required prepayment date that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required is excused under this Section 6(c)(i) shall be made in writing in good faith by the Accountants in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder2.05(b)(v), such restrictions, prohibitions or tax liabilities are removed or no longer applicable, the Company Borrower shall promptly give immediately make the Executive notice to that effect and the Executive may then determine, relevant prepayment in his sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Taxaccordance with Section 2.05(b)(ii), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the calculations required by this Section 6(c), the Accountants may make reasonable assumptions and approximations concerning the application taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, any prepayments required after application of the Repayment Amount above provision shall be zero if net of any costs, expenses or taxes incurred by Borrower and its Subsidiaries arising solely as a Repayment Amount result of more than zero would not eliminate the Excise Tax in accordance compliance with the principles of Section 6(c)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely takenpreceding sentence.

Limitations on Payments. (i) The provisions of a. Anything in this Section 6(c) and not those of Section 6(b) shall apply Agreement to any Payments to which the Executive first becomes entitled as a result of an event occurring on or after January 1contrary notwithstanding, 2014. In in the event that it shall be determined as set forth herein that any such Payments payment or distribution by the Corporation or the Bank to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (x) a “Payment”), would constitute an “excess parachute paymentspayment” within the meaning of Section 280G of the Code Code, and that it would be economically advantageous to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (ysuch payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but for this subsection (b), would not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the Excise Tax, such Payments shall be either (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable taxation under Section 4999 of the Code. Unless For purposes of this Section 17, present value shall be determined in accordance with Section 280G(d)(4) of the Company and Executive otherwise agree Code. b. All determinations to be made under this Section 17 shall be made, in writing, by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination required under this Section 6(c)(i) by the Accounting Firm shall be made binding upon the Corporation and you. You shall in writing in good faith by the Accountants in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his your sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 17, which determination shall be made by delivery of written notice to the Corporation within 10 days of your receipt of the determination of the Accounting Firm. Within five (as long as, 5) days after such your timely determination, none the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments are subject to as it may deem appropriate, but no less than the Excise Tax) and shall notify the Executive promptly of such determinationReduced Amount. c. As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (iii“Overpayment”) For purposes of making or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required by this Section 6(c)to be made hereunder. Within two (2) years after the Separation from Service, the Accountants may make reasonable assumptions Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and approximations concerning to the application taxes and may rely on reasonable good faith interpretations concerning extent such payment would not reduce the application of Sections 280G and amount which is subject to taxation under Section 4999 of the Code. The Company In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to or for the benefit of you together with interest thereon at the Federal Rate. d. All of the fees and expenses of the Executive Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall furnish to be borne solely by the Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this SectionCorporation. The Company shall bear Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all costs claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(c)gross negligence or willful misconduct of the Accounting Firm. (iv) If the Payments are reduced e. All payments made to avoid the Excise Tax Executive pursuant to Section 6(c)(i) hereof this Agreement or otherwise, are subject to and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amountconditioned upon their compliance with applicable laws and any regulations promulgated thereunder.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken.