Common use of Mandatory Reduction of Payments in Certain Events Clause in Contracts

Mandatory Reduction of Payments in Certain Events. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). The determination For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at Company and the Company’s expense Employee (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executivethe Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive the Employee was entitled to, but did not receive pursuant to this Section 2113(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 12(b) below). The determination For purposes of this Section 12, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 12, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 12, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at Company and the Company’s expense Employee (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executivethe Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive the Employee was entitled to, but did not receive pursuant to this Section 2112(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in Section 9(b) below). The determination For purposes of this Section 12, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 12, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 12, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations to the Company and Executive within 15 business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2112(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the CodeCode (the "Excise Tax"), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that event, cash payments Executive shall direct which Payments are to be modified or reduced first and then any other benefits. reduced. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 10(a)(i) and (ii) of the foregoing sentence above shall be made by an the Company's regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “"Accounting Firm”), and the Accounting Firm ") which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced first and then any other benefits. made in such a manner as to maximize the economic present value of all Payments actually made to Executive, determined by the Determination Firm (as defined in Section 11(b) below) as of the date of the Change in Control using the discount rate required by Section 280G(d)(4) of the Code. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 12(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2111(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive, but no later than December 31 of the Executiveyear after the year in which the Underpayment is determined to exist. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 11 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first from the latest amounts to be paid and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, 5.6 could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment all Payments after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments Executive shall direct which Payments are to be modified or reduced first and then any other benefits. reduced. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 9(a)(i) and (ii) of the foregoing sentence above shall be made by an the Company’s regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “Accounting Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 219(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 9 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment all Payments after payment of all estimated taxes, including without limitation, the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced first and then any other benefits. made in such a manner as to maximize the economic present value of all Payments actually made to Executive, determined by the Determination Firm (as defined in Section 10(b) below) as of the date of the Change in Control using the discount rate required by Section 280G(d)(4) of the Code. (b) The determination of whether an Excise Tax would be imposedimposed and the assumptions to be used in arriving at such determination, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 10(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such that event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive, but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in Section 10(b) below). The determination For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at Company and the Company’s expense Employee (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executivethe Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive the Employee was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment Payments to or for the benefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of a Change in Control, as determined by the Determination Firm (as defined below). The determination For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Employer and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations to Employer and Executive within 15 business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by Employer. All fees and expenses of the Determination Firm shall be borne solely by Employer. Any determination by the Accounting Determination Firm shall be binding upon the Company Employer and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect. In the event the provisions of Code Section 280G and 4999 are modified, this Section 10 shall be modified accordingly.

Mandatory Reduction of Payments in Certain Events. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company Employer to or for the benefit of Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to ExecutiveEmployee, a calculation shall be made comparing (i) the net benefit to Executive Employee of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive Employee if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments Employee shall direct which Payments are to be modified or reduced first and then any other benefitsreduced. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company Employer and reasonably acceptable to the ExecutiveEmployee, at the CompanyEmployer’s expense (the “Accounting Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company Employer and ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive Employee was entitled to, but did not receive pursuant to this Section 2114.2.4, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of Employee, but in no event later than the Executiveend of the year following the year in which Employee remits the Excise Tax. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 14.2.4 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment all Payments after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments Executive shall direct which Payments are to be modified or reduced first and then any other benefits. reduced. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) of the foregoing sentence above shall be made by an the Company’s regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “Accounting Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 8 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to ExecutiveEmployee, a calculation shall be made comparing (i) the net after-tax benefit to Executive Employee of the Payment Payments after payment by Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) above is less than the amount calculated under clause (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). The determination For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Employee (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations both to the Company and Employee within fifteen (15) business days after the receipt of notice from Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive that Employee was entitled to, but did not receive pursuant to this Section 2113(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) If the provisions of Sections 280G and 4999 of the Code or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Any payments made to Executive under this Agreement will be made with the Executive’s best interests in mind related to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). (a) Anything in this Agreement to the contrary notwithstanding, in the event if it shall be is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to before making the making of any Payment to Executive, a calculation shall will be made comparing (i) the net benefit to Executive of the Payment all Payments after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall Payments will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall Executive will direct which Payments are to be modified or reduced first and then any other benefits. such reduction will be made so as not to violate Code Section 409A. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) of the foregoing sentence shall above will be made by an the Company’s regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “Accounting Firm”), and the Accounting Firm shall ) which will provide detailed supporting calculations. Any determination by the Accounting Firm shall will be binding upon the Company and Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments to which Executive was entitled toentitled, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (an “Underpayment”). In such event, the Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Executive. (c) If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to you or for the your benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment to Executiveyou, a calculation shall be made comparing (i) the net benefit to Executive you of the Payment after payment of your liability for the Excise Tax Tax, to (ii) the net benefit to Executive you if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced first and then any other benefits. made in such a manner as to maximize the economic value of all Payments actually made to you, determined by the Accounting Firm (as defined in Section 7(b) below) as of the date of the Change in Control using the discount rate required by Section 280G(d)(4) of the Code. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 7(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon you and the Company and ExecutiveCompany. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments to which Executive was entitled toyou were entitled, but did not receive pursuant to this Section 217(a), could have been made without the imposition of the Excise Tax (the “Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to you or for the benefit your benefit, but no later than December 31 of the Executiveyear in which the Underpayment is determined to exist. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 7 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 12(b) below). For purposes of this Section 12, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 12, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 12(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2112(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive, but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. This Section 18 shall apply only in the event that the Executive is or becomes a taxpayer under the laws of the United States at any time during the Term. 18.1 Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to the Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced first and then any other benefits. made in such a manner as to maximize the economic present value of all Payments actually made to the Executive, determined by the Determination Firm (as defined in Section 18.2 below) as of the date of the Change in Control using the discount rate required by Section 280G(d)(4) of the Code. 18.2 The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 18.1(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at Company and the Company’s expense Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 2118.1, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive, but no later than December 31 of the year after the year in which the Underpayment is determined to exist. 18.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, or if the Executive is not a US taxpayer, this Section 18 shall be of no further force or effect.]

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the CodeCode (the "Excise Tax"), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax and all federal, state and local income taxes with respect to the Payment (and any interest and penalties imposed with respect thereto), to (ii) the net benefit to Executive after the payment of all federal, state and local income taxes with respect to the Payment (and any interest and penalties imposed with respect thereto) if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that event, cash payments Executive shall direct which Payments are to be modified or reduced first and then any other benefits. reduced. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 11(a)(i) and (ii) of the foregoing sentence above shall be made by an the Company's regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “"Accounting Firm”), and the Accounting Firm ") which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2111(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the CodeCode (the "Excise Tax"), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the “change in ownership or reduced first control” (as such term is used and then any other benefitsdefined in Section 280G of the Code), as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Parachute Value” of a Payment means the present value as of the date of the “change in ownership or control” of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 10(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting "Determination Firm”), and the Accounting Firm ") which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

Mandatory Reduction of Payments in Certain Events. a. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. b. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 10(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. c. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Any payments made to Executive under this Agreement will be made with the Executive’s best interests in mind related to the excise (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). (a) Anything in this Agreement to the contrary notwithstanding, in the event if it shall be is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to before making the making of any Payment to Executive, a calculation shall will be made comparing (i) the net benefit to Executive of the Payment all Payments after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall Payments will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash any reduction in payments shall be modified or reduced first and then any other benefits. made by the Company in its sole discretion, in a manner intended to be consistent with Code Section 409A. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) of the foregoing sentence shall above will be made by an the Company's regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “Accounting Firm”), and ) acceptable to the Accounting Firm shall Company which will provide detailed supporting calculations. Any determination by the Accounting Firm shall will be binding upon the Company and Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments to which Executive was entitled toentitled, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (“an "Underpayment”"). In such event, the Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Executive. (c) If the provisions of Code Section 280G and Section 4999 or any successor provisions are repealed without succession, this Section 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Any payments made to Executive under this Agreement will be made with the Executive’s best interests in mind related to the excise (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). (a) Anything in this Agreement to the contrary notwithstanding, in the event if it shall be is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to before making the making of any Payment to Executive, a calculation shall will be made comparing (i) the net benefit to Executive of the Payment all Payments after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall Payments will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall Executive will direct which Payments are to be modified or reduced first and then any other benefits. such reduction will be made so as not to violate Code Section 409A. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) of the foregoing sentence shall above will be made by an the Company’s regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “Accounting Firm”), and the Accounting Firm shall ) which will provide detailed supporting calculations. Any determination by the Accounting Firm shall will be binding upon the Company and Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments to which Executive was entitled toentitled, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (an “Underpayment”). In such event, the Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Executive. (c) If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment Payments to or for the benefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe LEGAL02/43757235v4 reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of a Change in Control, as determined by the Determination Firm (as defined below). The determination For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Employer and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations to Employer and Executive within 15 business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by Employer. All fees and expenses of the Determination Firm shall be borne solely by Employer. Any determination by the Accounting Determination Firm shall be binding upon the Company Employer and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect. In the event the provisions of Code Section 280G and 4999 are modified, this Section 10 shall be modified accordingly.

Mandatory Reduction of Payments in Certain Events. Any payments made to Executive under this Agreement will be made with the Executive’s best interests in mind related to the excise tax imposed by Code Section 4999 (the “Excise Tax”). (a) Anything in this Agreement to the contrary notwithstanding, in the event if it shall be is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to before making the making of any Payment to Executive, a calculation shall will be made comparing (i) the net benefit to Executive of the Payment all Payments after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall Payments will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall Executive will direct which Payments are to be modified or reduced first and then any other benefits. such reduction will be made so as not to violate Code Section 409A. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) of the foregoing sentence shall above will be made by an the Company’s regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “Accounting Firm”), and the Accounting Firm shall ) which will provide detailed supporting calculations. Any determination by the Accounting Firm shall will be binding upon the Company and Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments to which Executive was entitled toentitled, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Executive. (c) If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the CodeCode (the "Excise Tax"), then, prior to the making of any Payment to ExecutiveEmployee, a calculation shall be made comparing (i) the net benefit to Executive Employee of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive Employee if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in Section 11(b) below). For purposes of this Section 11, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 11, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 11(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Employee (the “Accounting "Determination Firm”), and the Accounting Firm ") which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive Employee was entitled to, but did not receive pursuant to this Section 2111(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the CodeCode (the "Excise Tax"), then, prior to the making of any Payment to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to the Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax Tax. (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) of the foregoing sentence above shall be made by an the Company's regular independent accounting firm selected by at the expense of the Company or, at the election and reasonably acceptable to expense of the Executive, at the Company’s expense another nationally recognized independent accounting firm (the “"Accounting Firm”), and the Accounting Firm ") which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the CodeCode (the "Excise Tax"), then, prior to the making of any Payment to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to the Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax Tax. (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses Section 8(a) (i) and (ii) of the foregoing sentence above shall be made by an the Company's regular independent accounting firm selected by at the expense of the Company or, at the election and reasonably acceptable to expense of the Executive, at the Company’s expense another nationally recognized independent accounting firm (the “"Accounting Firm”), and the Accounting Firm ") which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment all Payments after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments Executive shall direct which Payments are to be modified or reduced first and then any other benefits. reduced. (b) The determination of whether an Excise Tax would be imposedimposed and the assumptions to be used in arriving at such determination, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 10(a)(i) and (ii) of the foregoing sentence above shall be made by an the Company’s regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “Accounting Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such that event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the “change in ownership or reduced first control” (as such term is used and then any other benefitsdefined in Section 280G of the Code), as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Parachute Value” of a Payment means the present value as of the date of the “change in ownership or control” of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 10(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”such benefits, payments or distributions are hereinafter referred to as "Payments") would would, if paid, be subject to the excise tax (the “"Excise Tax”") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 12(b) below). The determination For purposes of this Section 12, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 12, the "Parachute Value" of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a "parachute payment" under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 12, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at Company and the Company’s expense Employee (the “Accounting "Determination Firm”), and the Accounting Firm ") which shall provide detailed supporting calculationscalculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executivethe Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive the Employee was entitled to, but did not receive pursuant to this Section 2112(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. 14.1 Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced first and then any other benefits. made in such a manner as to maximize the economic present value of all Payments actually made to Executive, determined by the Determination Firm as defined in Section 14.2 below. 14.2 The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 14.1(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result . 14.3 In the event that the provisions of the uncertainty in the application of Internal Revenue Code Section 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderor any successor provisions are repealed without succession, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment 14 shall be promptly paid by the Company to of no further force or for the benefit of the Executiveeffect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Officer (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to Executivethe Officer, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Officer of the Payment Payments after payment by the Officer of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Officer if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventFor purposes of this Section 20, cash payments present value shall be modified or reduced first determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 20, the “Parachute Value” of a Payment means the present value as of the date of the Change of Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm (as defined below) for purposes of determining whether and then any other benefits. The determination of to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 20, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at Company and the Company’s expense Officer (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations both to the Company and the Officer within 15 business days after the receipt of notice from the Officer that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executivethe Officer. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive the Officer was entitled to, but did not receive pursuant to this Section 2120(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveOfficer but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 20 shall be of no further force or effect.”

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”such benefits, payments or distributions are hereinafter referred to as "Payments") would would, if paid, be subject to the excise tax (the “"Excise Tax”") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid avoid (a) being subject to the Excise Tax (the “"Reduced Amount”"). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 12(b) below). The determination For purposes of this Section 12, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 12, the "Parachute Value" of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a "parachute payment" under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 12, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent independent, nationally recognized accounting firm or consulting firm selected by the Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting "Determination Firm”), and the Accounting Firm ") which shall provide detailed supporting calculationscalculations both to the Company and the Employee. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executivethe Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive the Employee was entitled to, but did not receive pursuant to this Section 2112(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced first and then any other benefits. made in such a manner as to maximize the economic present value of all Payments actually made to Executive, determined by the Determination Firm as defined in Section 7.5(b) below. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 7.5(a) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be paid for by the Company and shall be binding upon the Company and Executive. As a result . (c) In the event that the provisions of the uncertainty in the application of Internal Revenue Code Section 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderor any successor provisions are repealed without succession, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment 7.5 shall be promptly paid by the Company to of no further force or for the benefit of the Executiveeffect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to ExecutiveEmployee, a calculation shall be made comparing (i) the net after-tax benefit to Executive Employee of the Payment Payments after payment by Employee of the Excise Tax Tax, to (ii) the net after- tax benefit to Executive Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) above is less than the amount calculated under clause (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). The determination For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Employee (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations both to the Company and Employee within fifteen (15) business days after the receipt of notice from Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive that Employee was entitled to, but did not receive pursuant to this Section 2113(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) If the provisions of Sections 280G and 4999 of the Code or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment all Payments after payment of all estimated taxes, including without limitation, the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced first and then any other benefits. made in such a manner as to maximize the economic present value of all Payments actually made to Executive, determined by the Determination Firm (as defined in Section 10(b) below) as of the date of the Change in Control using the discount rate required by Section 280G(d)(4) of the Code. (b) The determination of whether an Excise Tax would be imposedimposed and the assumptions to be used in arriving at such determination, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 10(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such that event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive, but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) If any amount, entitlement or benefit paid or payable to Employee or provided for his benefit under this Agreement and under any other agreement, plan or program of the Company or any of its affiliates (such payments, entitlements and benefits referred to as a “Payment”) is subject to the excise tax imposed under Section 4999 of the Code or any similar federal or state law (an “Excise Tax”), then notwithstanding anything contained in this Agreement to the contrary notwithstandingcontrary, in to the event it shall be determined extent that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) all Payments would be subject to the excise imposition of an Excise Tax, the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Employee received all of the Payments (such reduced amount hereinafter referred to as the “Excise TaxLimited Payment Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 8(b) imposed by below). For purposes of this Section 4999 8, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 8, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, then, prior as determined by the Determination Firm for purposes of determining whether and to what extent the making Excise Tax will apply to such Payment. For purposes of any Payment to Executivethis Section 8, a calculation “change in control” means a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company, as determined in accordance with Section 280G(b)(2) of the Code and the regulations promulgated thereunder. (b) All calculations under this Section 8 shall be made comparing by a nationally recognized accounting firm or compensation consulting firm designated by the Company and reasonably acceptable to Employee (iother than the accounting firm that is regularly engaged by any party who has effectuated a change in control) (the net benefit to Executive “Determination Firm”). For purposes of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited to determining whether and the extent necessary to avoid being which the Payments will be subject to the Excise Tax. If the amount calculated under : (i) above is less than no portion of the amount calculated under Payments the receipt or enjoyment of which Employee shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) above, then no portion of the Payment Payments shall be limited taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Employee and selected by the Determination Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Payments shall be determined by the Determination Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Determination Firm shall provide its calculations, together with detailed supporting documentation, both to the extent necessary to avoid being subject Company and Employee within 50 days after the change in control or the date of termination, whichever is later (or such earlier time as is requested by the Company) and, with respect to the Limited Payment Amount, shall deliver its opinion to Employee that he is not required to report any Excise Tax on his federal income tax return with respect to the Limited Payment Amount (collectively, the “Determination”). The Company shall pay all fees and expenses of the Determination Firm and Tax Counsel. Within 15 days after Employee’s receipt of the Determination, Employee shall have the right to dispute the Determination (the “Reduced AmountDispute”). In that event, cash payments The existence of the Dispute shall be modified or reduced first and then not in any other benefitsway affect the right of Employee to receive the Payments in accordance with the Determination. The determination of whether an Excise Tax would be imposedIf there is no Dispute, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination Determination by the Accounting Determination Firm shall be final binding and conclusive upon the Company and Executive. As a result of Employee (except as provided in subsection (c) below). (c) If, after the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderPayments have been made to Employee, it is possible established that the Payments which Executive was entitled made to, but did not receive pursuant to this Section 21or provided for the benefit of, could have been made without Employee exceed the imposition of the Excise Tax limitations provided in subsection (a) above (an “Excess Payment”) or are less than such limitations (an “Underpayment”), as the case may be, then the provisions of this subsection (c) shall apply. If it is established, pursuant to a final determination of a court or an Internal Revenue Service (“IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, Employee shall repay the Excess Payment to the Company on demand. In such eventthe event that it is determined (i) by the Determination Firm, the Accounting Firm Company (which shall determine include the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid position taken by the Company on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court or for (iii) upon a resolution to the benefit satisfaction of Employee of a Dispute, that an Underpayment has occurred, the ExecutiveCompany shall pay an amount equal to the Underpayment to Employee within 10 days of such determination or resolution together with interest on such amount at the applicable federal short-term rate, as defined under Code Section 1274(d) as in effect on the first date that such amount should have been paid to Employee under this Agreement, from such date until the date that such Underpayment is made to Employee. (d) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 8 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to the Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to the Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 8(b) below). For purposes of this Section 8, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 8, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at Company and the Company’s expense Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveExecutive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 2800 and 4999 or any successor provisions are repealed without succession, this Section 8 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments Executive shall direct which Payments are to be modified or reduced first and then any other benefits. reduced. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 10(a)(i) and (ii) of the foregoing sentence above shall be made by an the Company’s regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “Accounting Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.which

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 10(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 11(b) below). For purposes of this Section 11, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 11, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 11(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2111(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 11 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment Payments to or for the benefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of a Change in Control, as determined by the Determination Firm (as defined below). The determination For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Employer and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations to Employer and Executive within 15 business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by Employer. All fees and expenses of the Determination Firm shall be borne solely by Employer. Any determination by the Accounting Determination Firm shall be binding upon the Company Employer and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm LEGAL02/43756821v3 hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect. In the event the provisions of Code Section 280G or 4999 are modified, this Section 10 shall be modified accordingly.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 13(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2113(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive, but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything 4.1 Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any benefit, payment or distribution by the Company Company, the Bank or the acquirer in a Change in Control, or any of their respective successors or affiliates, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified made by first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm or reduced first compensation consulting firm mutually acceptable to the Company, the Bank and then any other benefitsExecutive (the “Determination Firm”). The determination For purposes of this Section 4.1, present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 4, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 4.2 All determinations required to be made under this Section 4, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made in writing in good faith by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Determination Firm which shall provide detailed supporting calculationscalculations to the Company, the Bank and Executive within fifteen (15) business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Company or the Bank. All fees and expenses of the Determination Firm shall be borne solely by the Company or the Bank. Any determination by the Accounting Determination Firm shall be binding upon the Company Company, the Bank and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 214.1, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company or the Bank to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

Mandatory Reduction of Payments in Certain Events. Anything (a) If any amount, entitlement or benefit paid or payable to Employee or provided for his benefit under this Agreement and under any other agreement, plan or program of the Company or any of its affiliates (such payments, entitlements and benefits referred to as a “Payment”) is subject to the excise tax imposed under Code Section 4999 or any similar federal or state law (an “Excise Tax”), then notwithstanding anything contained in this Agreement to the contrary notwithstandingcontrary, in to the event it shall be determined extent that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) all Payments would be subject to the excise imposition of an Excise Tax, the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Employee received all of the Payments (such reduced amount hereinafter referred to as the “Excise TaxLimited Payment Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 8(b) imposed by below). For purposes of this Section 4999 8, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 8, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, then, prior as determined by the Determination Firm for purposes of determining whether and to what extent the making of any Payment Excise Tax will apply to Executive, a calculation such Payment. (b) All calculations under this Section 8 shall be made comparing by a nationally recognized accounting firm or compensation consulting firm designated by the Company and reasonably acceptable to Employee (iother than the accounting firm that is regularly engaged by any party who has effectuated a change in control) (the net benefit to Executive “Determination Firm”). For purposes of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited to determining whether and the extent necessary to avoid being which the Payments will be subject to the Excise Tax. If : (A) no portion of the amount calculated under (iPayments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) above is less than of the amount calculated under (ii) above, then the Payment Code shall be limited taken into account; (B) no portion of the Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected by the Determination Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Payments shall be determined by the Determination Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Determination Firm shall provide its calculations, together with detailed supporting documentation, both to the extent necessary to avoid being subject Company and Employee within 50 days after the change in control or the date of termination, whichever is later (or such earlier time as is requested by the Company) and, with respect to the Limited Payment Amount, shall deliver its opinion to Employee that he is not required to report any Excise Tax on his federal income tax return with respect to the Limited Payment Amount (collectively, the “Determination”). The Company shall pay all fees and expenses of the Determination Firm and Tax Counsel. Within 15 days after Employee’s receipt of the Determination, Employee shall have the right to dispute the Determination (the “Reduced AmountDispute”). In that event, cash payments The existence of the Dispute shall be modified or reduced first and then not in any other benefitsway affect the right of Employee to receive the Payments in accordance with the Determination. The determination of whether an Excise Tax would be imposedIf there is no Dispute, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination Determination by the Accounting Determination Firm shall be final binding and conclusive upon the Company and Executive. As a result of Employee (except as provided in subsection (c) below). (c) If, after the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderPayments have been made to Employee, it is possible established that the Payments which Executive was entitled made to, but did not receive pursuant to this Section 21or provided for the benefit of, could have been made without Employee exceed the imposition of the Excise Tax limitations provided in subsection (a) above (an “Excess Payment”) or are less than such limitations (an “Underpayment”), as the case may be, then the provisions of this subsection (c) shall apply. If it is established, pursuant to a final determination of a court or an Internal Revenue Service (“IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, Employee shall repay the Excess Payment to the Company on demand. In such eventthe event that it is determined (i) by the Determination Firm, the Accounting Firm Company (which shall determine include the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid position taken by the Company on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court or for (iii) upon a resolution to the benefit satisfaction of Employee of a Dispute, that an Underpayment has occurred, the ExecutiveCompany shall pay an amount equal to the Underpayment to Employee within 10 days of such determination or resolution together with interest on such amount at the applicable federal short-term rate, as defined under Code Section 1274(d) as in effect on the first date that such amount should have been paid to Employee under this Agreement, from such date until the date that such Underpayment is made to Employee. (d) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 8 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 10(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”such benefits, payments or distributions are hereinafter referred to as "Payments") would would, if paid, be subject to the excise tax (the “"Excise Tax”") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). The determination For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the "Parachute Value" of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a "parachute payment" under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at Company and the Company’s expense Employee (the “Accounting "Determination Firm”), and the Accounting Firm ") which shall provide detailed supporting calculationscalculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executivethe Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive the Employee was entitled to, but did not receive pursuant to this Section 2113(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 16(b) below). The determination For purposes of this Section 16, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 16, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 16, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at Company and the Company’s expense Employee (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executivethe Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive the Employee was entitled to, but did not receive pursuant to this Section 2116(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 16 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Any payments made to Executive under this Agreement will be made with the Executive’s best interests in mind related to Code Section 4999. (a) Anything in this Agreement to the contrary notwithstanding, in the event if it shall be is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to before making the making of any Payment to Executive, a calculation shall will be made comparing (i) the net benefit to Executive of the Payment all Payments after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall Payments will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall Executive will direct which Payments are to be modified or reduced first and then any other benefits. such reduction will be made so as not to violate Code Section 409A. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) of the foregoing sentence shall above will be made by an the Company’s regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “Accounting Firm”), and the Accounting Firm shall ) which will provide detailed supporting calculations. Any determination by the Accounting Firm shall will be binding upon the Company and Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments to which Executive was entitled toentitled, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Executive. (c) If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive Feehan (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to ExecutiveFeehan, a calculation shall be made comparing (i) the net after-tax benefit to Executive Feehan of the Payment Payments after payment by Feehan of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive Feehan if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in Section 9(b) below). The determination For purposes of this Section 12, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 12, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 12, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Feehan (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations to the Company and Feehan within 15 business days after the receipt of notice from Feehan that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and ExecutiveFeehan. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive Feehan was entitled to, but did not receive pursuant to this Section 2112(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Feehan but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) If any amount, entitlement or benefit paid or payable to Executive or provided for his benefit under this Agreement and under any other agreement, plan or program of the Company or any of its affiliates (such payments, entitlements and benefits referred to as a “Payment”) is subject to the excise tax imposed under Section 4999 of the Code or any similar federal or state law (an “Excise Tax”), then notwithstanding anything contained in this Agreement to the contrary notwithstandingcontrary, in to the event it shall be determined extent that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) all Payments would be subject to the excise imposition of an Excise Tax, the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments (such reduced amount hereinafter referred to as the “Excise TaxLimited Payment Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control, as determined by the Determination Firm (as defined in Section 8(b) imposed by below). For purposes of this Section 4999 8, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 8, the “Parachute Value” of a Payment means the present value as of the date of the change in control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, then, prior as determined by the Determination Firm for purposes of determining whether and to what extent the making Excise Tax will apply to such Payment. For purposes of any Payment to Executivethis Section 8, a calculation “change in control” means a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company, as determined in accordance with Section 280G(b)(2) of the Code and the regulations promulgated thereunder. (b) All calculations under this Section 8 shall be made comparing (i) by a nationally recognized accounting firm or compensation consulting firm designated by the net benefit Company and reasonably acceptable to Executive (other than the accounting firm that is regularly engaged by any party who has effectuated a change in control) (the “Determination Firm”). For purposes of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited to determining whether and the extent necessary to avoid being which the Payments will be subject to the Excise Tax. If the amount calculated under : (i) above is less than no portion of the amount calculated under Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) above, then no portion of the Payment Payments shall be limited taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected by the Determination Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Payments shall be determined by the Determination Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Determination Firm shall provide its calculations, together with detailed supporting documentation, both to the extent necessary to avoid being subject Company and Executive within 60 days after the change in control or the date of termination, whichever is later (or such earlier time as is requested by the Company) and, with respect to the Limited Payment Amount, shall deliver its opinion to Executive that he is not required to report any Excise Tax on his federal income tax return with respect to the Limited Payment Amount (collectively, the “Determination”). The Company shall pay all fees and expenses of the Determination Firm and Tax Counsel. Within 15 days after Executive’s receipt of the Determination, Executive shall have the right to dispute the Determination (the “Reduced AmountDispute”). In that event, cash payments The existence of the Dispute shall be modified or reduced first and then not in any other benefitsway affect the right of Executive to receive the Payments in accordance with the Determination. The determination of whether an Excise Tax would be imposedIf there is no Dispute, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination Determination by the Accounting Determination Firm shall be final, binding and conclusive upon the Company and Executive (except as provided in subsection (c) below). (c) If, after the Payments have been made to Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible established that the Payments which Executive was entitled made to, but did not receive pursuant to this Section 21or provided for the benefit of, could have been made without Executive exceed the imposition of the Excise Tax limitations provided in subsection (a) above (an “Excess Payment”) or are less than such limitations (an “Underpayment”), as the case may be, then the provisions of this subsection (c) shall apply. If it is established, pursuant to a final determination of a court or an Internal Revenue Service (“IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, Executive shall repay the Excess Payment to the Company on demand. In such eventthe event that it is determined (i) by the Determination Firm, the Accounting Firm Company (which shall determine include the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid position taken by the Company on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court or for (iii) upon a resolution to the benefit satisfaction of Executive of a Dispute, that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to Executive within 10 days of such determination or resolution together with interest on such amount at the applicable federal short-term rate, as defined under Code Section 1274(d) as in effect on the first date that such amount should have been paid to Executive under this Agreement, from such date until the date that such Underpayment is made to Executive. (d) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 8 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (A) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive of the Payment Payments after payment by the Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to the Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 4(b)(iii)(B) below). The determination For purposes of this Section 4(b)(iii), present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 4(b)(iii), the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (B) All determinations required to be made under this Section 4(b)(iii), including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at Company and the Company’s expense Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations both to the Company and the Executive within 15 business days after the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Company or Executive. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 214(b)(iii)(A), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveExecutive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (C) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 4(c)(iii) shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this - 7 - Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 12(b) below). The determination For purposes of this Section 12, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 12, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 12, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at Company and the Company’s expense Employee (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executivethe Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive the Employee was entitled to, but did not receive pursuant to this Section 2112(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive Feehan (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to ExecutiveFeehan, a calculation shall be made comparing (i) the net after-tax benefit to Executive Xxxxxx of the Payment Payments after payment by Xxxxxx of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive Xxxxxx if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in Section 9(b) below). The determination For purposes of this Section 12, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 12, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 12, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Feehan (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations to the Company and Feehan within 15 business days after the receipt of notice from Xxxxxx that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and ExecutiveFeehan. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive Xxxxxx was entitled to, but did not receive pursuant to this Section 2112(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Xxxxxx but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 10(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding any other contrary provisions in any plan, program or policy of the Company, if all or any portion of the benefits payable under this Agreement, either alone or together with other payments and benefits which Executive receives or is entitled to receive from the Company, would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reduce Executive’s payments and benefits payable under this Agreement to the contrary notwithstanding, in the event it extent necessary so that no portion thereof shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, thenbut only if, prior to by reason of such reduction, the making net after-tax benefit shall exceed the net after-tax benefit if such reduction were not made. “Net after-tax benefit” for these purposes shall mean the sum of any Payment to Executive, a calculation shall be made comparing (i) the net benefit total amount payable to Executive of under the Payment after payment of the Excise Tax to Agreement, plus (ii) all other payments and benefits which Executive receives or is then entitled to receive from the net Company that, alone or in combination with the payments and benefits payable under the Agreement, would constitute a “parachute payment” within the meaning of Section 280G of the Code (each such benefit hereinafter referred to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the as an “Reduced AmountAdditional Parachute Payment”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, less (iii) the amount of federal income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based upon the rate in effect for such Excise Tax, and year as set forth in the calculation Code at the time of the amounts referred payment under the Agreement), less (iv) the amount of excise taxes imposed with respect to the payments and benefits described in clauses (i) and (ii) above by Section 4999 of the foregoing sentence Code. The parachute payments reduced shall be those that provide Executive the best economic benefit and to the extent any parachute payments are economically equivalent with each other, each shall be reduced pro rata; provided, however, that Executive may elect to have the non-cash payments and benefits due Executive reduced (or eliminated) prior to any reduction of the cash payments due under this Agreement. (b) All determinations required to be made under this Section 10 shall be made by an independent the accounting firm selected by Company and reasonably acceptable to the Executive, at that was the Company’s expense independent auditor prior to the Change of Control or any other third party acceptable to Executive and the Company (the “Accounting Firm”), and the . The Accounting Firm shall provide detailed supporting calculationscalculations both to the Company and Executive. Any All fees and expenses of the Accounting Firm shall be borne solely by the Company as set forth in Section 11(b) hereof. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and Executive. As . (c) For purposes of determining whether and the extent to which any payments would constitute a result “parachute payment” (i) no portion of any payments or benefits that Executive shall have waived at such time and in such manner as not to constitute a “payment” within the uncertainty in the application meaning of Section 4999 280G(b) of the Code at the time shall be taken into account, (ii) no portion of the initial determination payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected by the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the excise tax, no portion of such payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (within the meaning set forth in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the payments shall be determined by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without in accordance with the imposition principles of Sections 280G(d)(3) and (4) of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveCode.

Mandatory Reduction of Payments in Certain Events. Anything LEGAL02/43756812v5 (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment Payments to or for the benefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of a Change in Control, as determined by the Determination Firm (as defined below). The determination For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Employer and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations to Employer and Executive within 15 business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by Employer. All fees and expenses of the Determination Firm shall be borne solely by Employer. Any determination by the Accounting Determination Firm shall be binding upon the Company Employer and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect. In the event the provisions of Code Section 280G and 4999 are modified, this Section 10 shall be modified accordingly. LEGAL02/43756812v5

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company 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) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments against the latest amounts to be paid and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, reducing the latest amounts to be paid first, as determined by the Determination Firm (as defined in Section 11(b) below). For purposes of this Section 11, present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 11, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment Payments to or for the benefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of a Change in Control, as determined by the Determination Firm (as defined below). The determination For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Employer and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations to Employer and Executive within 15 business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by Employer. All fees and expenses of the Determination Firm shall be borne solely by Employer. Any determination by the Accounting Determination Firm shall be binding upon the Company Employer and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such LEGAL02/43780275v2 event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect. In the event the provisions of Code Section 280G or 4999 are modified, this Section 10 shall be modified accordingly.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment Payments to or for the benefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of a Change in Control, as determined by the Determination Xxxx (as defined below). The determination For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Employer and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations to Employer and Executive within 15 business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by Employer. All fees and expenses of the Determination Xxxx shall be borne solely by Employer. Any determination by the Accounting Firm Determination Xxxx shall be binding upon the Company Employer and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect. In the event the provisions of Code Section 280G and 4999 are modified, this Section 10 shall be modified accordingly. LEGAL02/43756981v3

Mandatory Reduction of Payments in Certain Events. a. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to you or for the your benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to Executiveyou, a calculation shall be made comparing (i) the net benefit to Executive you of the Payment after payment of your liability for the Excise Tax Tax, to (ii) the net benefit to Executive you if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced first and then any other benefits. made in such a manner as to maximize the economic value of all Payments made to you, determined by the Accounting Firm (as defined below) as of the date of the Change in Control using the discount rate required by Section 280G(d)(4) of the Code. b. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 7(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense or other nationally recognized entity that regularly performs such calculations for large publicly traded companies (the “Accounting Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon you and the Company and ExecutiveCompany. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that (i) Payments to which Executive was entitled toyou were entitled, but did not receive pursuant to this Section 217(a), could have been made without the imposition of the Excise Tax (the amounts of such erroneously forgone Payments, collectively the “Underpayment”) or (ii) Payments that you did receive resulted in total Payments in excess of the Reduced Amount (the amounts of such erroneously paid Payments, collectively the “Overpayment”). In such event, the Accounting Firm shall determine the amount of the any Underpayment or Overpayment that has occurred and any occurred. Any such Underpayment shall be promptly paid by the Company to you or for the benefit your benefit, but no later than December 31st of the Executiveyear in which the Underpayment is determined. The amount of any Overpayment shall be promptly repaid by you to the Company, with interest at the applicable federal rate from the date of the erroneous Payment to the date the Overpayment is repaid, within 30 days following the date you are notified by the Accounting Firm of the amount of the Overpayment; provided that, if your employment has not then terminated, the Company may alternatively make appropriate adjustments to your on-going compensation, to the extent permitted in a manner consistent with Section 409A, to address such Overpayment. c. If the provisions of Sections 280G and 4999 of the Code or any successor provisions are repealed without succession, this Section 7 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. a. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to you or for the your benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to Executiveyou, a calculation shall be made comparing (i) the net benefit to Executive you of the Payment after payment of your liability for the Excise Tax Tax, to (ii) the net benefit to Executive you if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced first and then any other benefits. made in such a manner as to maximize the economic value of all Payments made to you, determined by the Accounting Firm as of the date of the Change in Control using the discount rate required by Section 280G(d)(4) of the Code. b. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 7(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense or other nationally recognized entity that regularly performs such calculations for large publicly traded companies (the “Accounting Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon you and the Company and ExecutiveCompany. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that (i) Payments to which Executive was entitled toyou were entitled, but did not receive pursuant to this Section 217(a), could have been made without the imposition of the Excise Tax (the amounts of such erroneously forgone Payments, collectively the “Underpayment”) or (ii) Payments that you did receive resulted in total Payments in excess of the Reduced Amount (the amounts of such erroneously paid Payments, collectively the “Overpayment”). In such event, the Accounting Firm shall determine the amount of the any Underpayment or Overpayment that has occurred and any occurred. Any such Underpayment shall be promptly paid by the Company to you or for the benefit your benefit, but no later than December 31st of the Executiveyear in which the Underpayment is determined. The amount of any Overpayment shall be promptly repaid by you to the Company, with interest at the applicable federal rate from the date of the erroneous Payment to the date the Overpayment is repaid, within 30 days following the date you are notified by the Accounting Firm of the amount of the Overpayment; provided that, if your employment has not then terminated, the Company may alternatively make appropriate adjustments to your on-going compensation, to the extent permitted in a manner consistent with Section 409A, to address such Overpayment. c. If the provisions of Sections 280G and 4999 of the Code or any successor provisions are repealed without succession, this Section 7 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Holding Company or the Bank to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, (the “Excise Tax”), then, prior to the making of any Payment Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive of the Payment Payments after payment by the Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to the Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified made by first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm or reduced first compensation consulting firm mutually acceptable to the Holding Company, the Bank, and then any other benefitsthe Executive (the “Determination Firm”). The determination For purposes of this Section 9, present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 9, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 9, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made in writing in good faith by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Determination Firm which shall provide detailed supporting calculationscalculations to the Holding Company, the Bank and the Executive within fifteen (15) business days after the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Holding Company or the Bank. All fees and expenses of the Determination Firm shall be borne solely by the Holding Company or the Bank. Any determination by the Accounting Determination Firm shall be binding upon the Company Holding Company, the Bank, and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 219(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company or the Bank to or for the benefit of the ExecutiveExecutive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment Payments to or for the benefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive LEGAL02/43756997v5 of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of a Change in Control, as determined by the Determination Firm (as defined below). The determination For purposes of this Section IO, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Employer and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations to Employer and Executive within 15 business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by Employer. All fees and expenses of the Determination Firm shall be borne solely by Employer. Any determination by the Accounting Determination Firm shall be binding upon the Company Employer and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21I 0(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect. In the event the provisions of Code Section 280G or 4999 are modified, this Section 10 shall be modified accordingly.

Mandatory Reduction of Payments in Certain Events. Anything a. Notwithstanding any other contrary provisions in any plan, program or policy of the Company, if all or any portion of the benefits payable under this Agreement, either alone or together with other payments and benefits which Executive receives or is entitled to receive from the Company, would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reduce Executive’s payments and benefits payable under this Agreement to the contrary notwithstanding, in the event it extent necessary so that no portion thereof shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, thenbut only if, prior to by reason of such reduction, the making net after-tax benefit shall exceed the net after-tax benefit if such reduction were not made. “Net after-tax benefit” for these purposes shall mean the sum of any Payment to Executive, a calculation shall be made comparing (i) the net benefit total amount payable to Executive of under the Payment after payment of the Excise Tax to Agreement, plus (ii) all other payments and benefits which Executive receives or is then entitled to receive from the net Company that, alone or in combination with the payments and benefits payable under the Agreement, would constitute a “parachute payment” within the meaning of Section 280G of the Code (each such benefit hereinafter referred to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the as an “Reduced AmountAdditional Parachute Payment”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, less (iii) the amount of federal income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based upon the rate in effect for such Excise Tax, and year as set forth in the calculation Code at the time of the amounts referred payment under the Agreement), less (iv) the amount of excise taxes imposed with respect to the payments and benefits described in clauses (i) and (ii) of the foregoing sentence shall be made above by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at Code. The parachute payments reduced shall be those that provide Executive the time best economic benefit and to the extent any parachute payments are economically equivalent with each other, each shall be reduced pro rata; provided, however, that Executive may elect to have the non-cash payments and benefits due Executive reduced (or eliminated) prior to any reduction of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to cash payments due under this Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveAgreement.

Mandatory Reduction of Payments in Certain Events. Any payments made to Executive under this Agreement will be made with the Executive’s best interests in mind related to the excise (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). (a) Anything in this Agreement to the contrary notwithstanding, in the event if it shall be is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to before making the making of any Payment to Executive, a calculation shall will be made comparing (i) the net benefit to Executive of the Payment all Payments after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall Payments will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash any reduction in payments shall be modified or reduced first and then any other benefits. made by the Company in its sole discretion, in a manner intended to be consistent with Code Section 409A. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) of the foregoing sentence shall above will be made by an the Company's regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “Accounting Firm”), and ) acceptable to the Accounting Firm shall Company which will provide detailed supporting calculations. Any determination by the Accounting Firm shall will be binding upon the Company and Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments to which Executive was entitled toentitled, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (an “Underpayment”). In such event, the Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Executive. (c) If the provisions of Code Section 280G and Section 4999 or any successor provisions are repealed without succession, this Section 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax to Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). The determination For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at Company and the Company’s expense Employee (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executivethe Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive the Employee was entitled to, but did not receive pursuant to this Section 2113(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

Mandatory Reduction of Payments in Certain Events. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to the Executive, a calculation shall be made comparing (i) the net benefit to the Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to the Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Holding Company 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) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code , (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive of the Payment Payments after payment by the Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified made by first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm or reduced first compensation consulting firm mutually acceptable to the Holding Company, the Bank and then any other benefitsExecutive (the “Determination Firm”). The determination For purposes of this Section 9, present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 9, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 9, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made in writing in good faith by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Determination Firm which shall provide detailed supporting calculationscalculations to the Holding Company, the Bank and the Executive within fifteen (15) business days after the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Holding Company or the Bank. All fees and expenses of the Determination Firm shall be borne solely by the Holding Company or the Bank. Any determination by the Accounting Determination Firm shall be binding upon the Company Holding Company, the Bank and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 219(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company or the Bank to or for the benefit of the ExecutiveExecutive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

Mandatory Reduction of Payments in Certain Events. Any payments made to the Executive under this Agreement will be made with the Executive’s best interests in mind related to the excise (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). (a) Anything in this Agreement to the contrary notwithstanding, in the event if it shall be is determined that any benefit, payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior before making the Payment to the making of any Payment to Executive, a calculation shall will be made comparing (i) the net benefit to the Executive of the Payment all Payments after payment of the Excise Tax Tax, to (ii) the net benefit to the Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall Payments will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments the determination of any reduction in the Payments shall be modified or reduced first made by the Accounting Firm (as defined below), in a manner that maximizes the Executive’s economic position and then any other benefits. is consistent with Code Section 409A. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) above, and the identification of the foregoing sentence shall any Payments to be reduced, if required by Section 8(a), will be made by an the Company’s regular independent accounting firm selected by at the expense of the Company or, at the election and reasonably acceptable to expense of the Executive, at the Company’s expense another nationally recognized independent accounting firm (the “Accounting Firm”), and ) acceptable to the Accounting Firm shall Company which will provide detailed supporting calculations. Any determination by The Company shall instruct the Accounting Firm shall be binding upon to make all such calculations and determinations in a manner that is in the Company best interests of the Executive and maximizes the Executive’s economic position. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments to which the Executive was entitled toentitled, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (an “Underpayment”). In such event, the Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Executive. All calculations and determinations by the Accounting Firm will be binding upon the Company and the Executive. (c) If the provisions of Code Section 280G and Section 4999 or any successor provisions are repealed without succession, this Section 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the CodeCode (the "Excise Tax"), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified made by reducing Payments in the following order: (A) the cash Payment under Section 8(a)(ii) or reduced first 8(c)(ii), as the case may be; (B) cash Payments under Section 8(a)(iii) or 8(c)(iii), as the case may be; (C) the cash Payment under Section 8(a)(ix) or 8(c)(viii), as the case may be; and then any other benefits(D) then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 10(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting "Determination Firm”), and the Accounting Firm ") which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.”

Mandatory Reduction of Payments in Certain Events. Anything A. Notwithstanding anything in this Agreement agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to ExecutiveEmployee, a calculation shall be made comparing (i) the net after-tax benefit to Executive Employee of the Payment Payments after payment by Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in subsection 6.B. below). For purposes of this section 6, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this section 6, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the CodeCode (the "Excise Tax"), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) above is less than the amount calculated under clause (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that event, cash payments Executive shall direct which Payments are to be modified or reduced first and then any other benefits. reduced. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Section 10(a) above shall be made by an the Company's regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “"Accounting Firm”), and the Accounting Firm ") which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Any payments made to Executive under this Agreement will be made with the Executive’s best interests in mind related to the excise (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). (a) Anything in this Agreement to the contrary notwithstanding, in the event if it shall be is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to before making the making of any Payment to Executive, a calculation shall will be made comparing (i) the net benefit to Executive of the Payment all Payments after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall Payments will be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that event, cash payments shall Executive will direct which Payments are to be modified or reduced first and then any other benefits. such reduction will be made so as not to violate Code Section 409A. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) of the foregoing sentence shall above will be made by an the Company's regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “"Accounting Firm”), and the Accounting Firm shall ") which will provide detailed supporting calculations. Any determination by the Accounting Firm shall will be binding upon the Company and Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments to which Executive was entitled toentitled, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (“an "Underpayment”"). In such event, the Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Executive. (c) If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced first and then any other benefits. made in such a manner as to maximize the economic present value of all Payments actually made to Executive, determined by the Determination Firm (as defined in Section 11(b) below) as of the date of the Change in Control using the discount rate required by Section 280G(d)(4) of the Code. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 11(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2111(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive, but no later than December 31 of the Executiveyear after the year in which the Underpayment is determined to exist. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 11 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Any payments made to Executive under this Agreement will be made with the Executive’s best interests in mind related to the excise tax imposed by Code Section 4999 (the “Excise Tax”). (a) Anything in this Agreement to the contrary notwithstanding, in the event notwithstanding if it shall be is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to before making the making of any Payment to Executive, a calculation shall will be made comparing (i) the net benefit to Executive of the Payment all Payments after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. , If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall Payments will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). , In that event, cash payments shall Executive will direct which Payments are to be modified or reduced first and then any other benefits. such reduction will be made so as not to violate Code Section 409A. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) of the foregoing sentence shall above will be made by an the Company’s regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “Accounting Firm”), and the Accounting Firm shall ) which will provide detailed supporting calculations. Any determination by the Accounting Firm shall will be binding upon the Company and Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments to which Executive was entitled toentitled, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Executive. (c) If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to the Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to the Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 8(b) below). For purposes of this Section 8, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 8, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at Company and the Company’s expense Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveExecutive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 8 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company Employer to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value (as defined below) to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment Payments to or for the benefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of a Change in Control, as determined by the Determination Firm (as defined below). The determination For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such LEGAL02/43757576v4 determinations, shall be made by an independent a nationally recognized accounting firm selected by Company and reasonably or compensation consulting film mutually acceptable to the Executive, at the Company’s expense Employer and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations to Employer and Executive within 15 business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by Employer. All fees and expenses of the Determination Firm shall be borne solely by Employer. Any determination by the Accounting Determination Firm shall be binding upon the Company Employer and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm Determination Film hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Firm Determination Film shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect. In the event the provisions of Code Section 280G and 4999 are modified, this Section 10 shall be modified accordingly.

Mandatory Reduction of Payments in Certain Events. Anything (i) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company 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) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to Executive, a calculation shall be made comparing (iX) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (iiY) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (iX) above is less than the amount calculated under (iiY) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value (as defined below) to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in Section 5(c)(ii)) below). For purposes of this Section 5(c), present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 5(c), the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company CCB to or for the benefit benefits of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 (the "Excise Tax") of the Internal Revenue Code of 1986, as amended (the "Code"), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax Tax. (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) of the foregoing sentence above shall be made by an CCB's regular independent accounting firm selected by Company and reasonably acceptable to at the Executiveexpense of CCB or, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “"Accounting Firm”"), and the . The Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company CCB and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company CCB to or for the benefit of the Executive.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Holding Company or the Bank to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, (the “Excise Tax”), then, prior to the making of any Payment Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive of the Payment Payments after payment by the Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to the Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified made by first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm or reduced first compensation consulting firm mutually acceptable to the Holding Company, the Bank and then any other benefitsthe Executive (the “Determination Firm”). The determination For purposes of this Section 9, present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 9, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 9, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made in writing in good faith by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Determination Firm which shall provide detailed supporting calculationscalculations to the Holding Company, the Bank and the Executive within fifteen (15) business days after the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Holding Company or the Bank. All fees and expenses of the Determination Firm shall be borne solely by the Holding Company or the Bank. Any determination by the Accounting Determination Firm shall be binding upon the Company Holding Company, the Bank and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 219(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company or the Bank to or for the benefit of the ExecutiveExecutive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to Executivethe Employee, a calculation shall be made comparing (i) the net after-tax benefit to Executive the Employee of the Payment Payments after payment by the Employee of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive the Employee if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation reduction of the amounts referred to in clauses (i) and (ii) of the foregoing sentence Payments due hereunder, if applicable, shall be made by an independent accounting firm selected by Company first reducing cash Payments and reasonably acceptable 7 then, to the Executiveextent necessary, at reducing those Payments having the Company’s expense next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Accounting Firm”)Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, and the Accounting Firm shall provide detailed supporting calculations. Any determination as determined by the Accounting Determination Firm shall be binding upon the Company for purposes of determining whether and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of what extent the Excise Tax (“Underpayment”). In will apply to such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutivePayment.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the CodeCode (the "Excise Tax"), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified made by reducing Payments in the following order: (A) the cash Payment under Section 8(a)(ii) or reduced first 8(c)(ii), as the case may be; (B) cash Payments under Section 8(a)(iii) or 8(c)(iii), as the case may be; (C) the cash Payment under Section 8(a)(ix) or 8(c)(viii), as the case may be; and then any other benefits(D) then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 10(a)(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting "Determination Firm”), and the Accounting Firm ") which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"). In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced first and then any other benefits. made in such a manner as to maximize the economic present value of all Payments actually made to Executive, determined by the Determination Firm as defined in Section 14.2 below. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 14.1(i) and (ii) of the foregoing sentence above shall be made by an independent independent, nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Company and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculations. Any determination by the Accounting Determination Firm shall be paid for by the Company and shall be binding upon the Company and Executive. As a result . (c) In the event that the provisions of the uncertainty in the application of Internal Revenue Code Section 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderor any successor provisions are repealed without succession, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment 14 shall be promptly paid by the Company to of no further force or for the benefit of the Executiveeffect.

Mandatory Reduction of Payments in Certain Events. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “"Excise Tax”") imposed by Section 4999 of the Code, then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s 's expense (the “"Accounting Firm”"), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax (“"Underpayment”"). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Mandatory Reduction of Payments in Certain Events. Anything 4.1 Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company 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) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified made by first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm or reduced first compensation consulting firm mutually acceptable to the Company, the Bank and then any other benefitsExecutive (the “Determination Firm”). The determination For purposes of this Section 4.1, present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 4, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. 4.2 All determinations required to be made under this Section 4, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made in writing in good faith by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Determination Firm which shall provide detailed supporting calculationscalculations to the Company, the Bank and the Executive within fifteen (15) business days after the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Company or the Bank. All fees and expenses of the Determination Firm shall be borne solely by the Company or the Bank. Any determination by the Accounting Determination Firm shall be binding upon the Company Company, the Bank and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to this Section 214.1, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company or the Bank to or for the benefit of the ExecutiveExecutive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

Mandatory Reduction of Payments in Certain Events. Any payments made to Executive under this Agreement will be made with the Executive’s best interests in mind related to the excise tax imposed by Code Section 4999 (the “Excise Tax”). (a) Anything in this Agreement to the contrary notwithstanding, in the event if it shall be is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to before making the making of any Payment to Executive, a calculation shall will be made comparing (i) the net benefit to Executive of the Payment all Payments after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall Payments will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall Executive will direct which Payments are to be modified or reduced first and then any other benefits. such reduction will be made so as not to violate Code Section 409A. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) of the foregoing sentence shall above will be made by an the Company’s regular independent accounting firm selected by at the expense of tie Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “Accounting Firm”), and the Accounting Firm shall ) which will provide detailed supporting calculations. Any determination by the Accounting Firm shall will be binding upon the Company and Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments to which Executive was entitled toentitled, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Executive. (c) If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment Payments to or for the benefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of a Change in Control, as determined by the Determination Firm (as defined below). The determination For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the Executive, at the Company’s expense Employer and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations to Employer and Executive within 15 business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by Employer. All fees and expenses of the Determination Firm shall be borne solely by Employer. Any determination by the Accounting Determination Firm shall be binding upon the Company Employer and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 2110(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect. In the event the provisions of Code Section 280G or 4999 are modified, this Section 10 shall be modified accordingly.

Mandatory Reduction of Payments in Certain Events. Any payments made to Executive under this Agreement will be made with the Executive's best interests in mind related to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). (a) Anything in this Agreement to the contrary notwithstanding, in the event if it shall be is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to before making the making of any Payment to Executive, a calculation shall will be made comparing (i) the net benefit to Executive of the Payment all Payments after payment of the Excise Tax Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall Payments will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall Executive will direct which Payments are to be modified or reduced first and then any other benefits. such reduction will be made so as not to violate Code Section 409A. (b) The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (iSection 8(a)(i) and (ii) of the foregoing sentence shall above will be made by an the Company's regular independent accounting firm selected by at the expense of the Company and reasonably acceptable to the Executiveor, at the Company’s election and expense of Executive, another nationally recognized independent accounting firm (the “Accounting Firm”), and the Accounting Firm shall ) which will provide detailed supporting calculations. Any determination by the Accounting Firm shall will be binding upon the Company and Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments to which Executive was entitled toentitled, but did not receive pursuant to this Section 218(a), could have been made without the imposition of the Excise Tax (an “Underpayment”). In such event, the Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Executive. (c) If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any payment or distribution by the Holding Company and/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) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed by Section 4999 of the Code), then, prior to the making of any Payment Payments to Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payment Payments after payment by Executive of the Excise Tax Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, cash payments if applicable, shall be modified or reduced made by first reducing cash Payments and then any other benefitsthen, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in Section 9(b) below). The determination For purposes of this Section 9, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 9, the “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 9, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Taxthe Reduced Amount, and the calculation of the amounts referred assumptions to be utilized in clauses (i) and (ii) of the foregoing sentence arriving at such determinations, shall be made by an independent a nationally recognized accounting firm selected by Company and reasonably or compensation consulting firm mutually acceptable to the ExecutiveHolding Company, at the Company’s expense Bank and Executive (the “Accounting Determination Firm”), and the Accounting Firm ) which shall provide detailed supporting calculationscalculations to the Holding Company, the Bank and Executive within 15 business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Holding Company and/or the Bank. All fees and expenses of the Determination Firm shall be borne solely by the Holding Company and/or the Bank. Any determination by the Accounting Determination Firm shall be binding upon the Company Holding Company, the Bank and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 219(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Accounting Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company and/or the Bank to or for the benefit of Executive but no later than March 15 of the Executiveyear after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 9 shall be of no further force or effect.