Common use of Parachute Tax Clause in Contracts

Parachute Tax. Notwithstanding anything in the foregoing to the contrary, if any of the payments to Employee (prior to any reduction below) provided for in this Agreement, together with any other payments which Employee has the right to receive from the Company or any corporation which is a member of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed at the highest applicable marginal rate). If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s participant’s stock awards.

Parachute Tax. Notwithstanding anything in the foregoing this Agreement to the contrary, if the amount of any of payment to be received by you pursuant to this Agreement (including the payments to Employee (prior to any reduction below) accelerated vesting provided for in Section 5) will be reduced (but not below zero) by the amount, if any, necessary to prevent any part of any payment or benefit received or to be received by the you in connection with a Change in Control, (whether payable or provided pursuant to this Agreement, together with Agreement (but without regard to this Section 6) or any other payments which Employee has agreement, contract, plan or arrangement with the right to receive from the Company Bank, any person whose action results in such Change in Control or any corporation which is a member of an “affiliated group” (as defined in Section 1504(a280G(d)(5) of the Internal Revenue Code of 1986, as amended (the “Code”)) which includes the Bank) (such foregoing payments or benefits referred to collectively as the “Total Payments”), without regard to from being treated as an “excess parachute payment” within the meaning of Section 1504(b280G(b)(I) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), but only if and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would extent such reduction will also result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to any reductionin, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax Federal taxes (all of which shall be computed at the highest applicable marginal rate)) including any taxes payable pursuant to Section 4999 of the Code, a greater after-tax benefit to you than the after-tax benefit to you of the Total Payments computed without regard to any such reduction. If For purposes of the foregoing, (i) no portion of the Total Payments will be taken into account which in the opinion of nationally-recognized tax counsel selected by you (“Tax Counsel”) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code; (ii) any reduction in payments pursuant to this Agreement will be computed by taking into account, in accordance with Section 280G(b)(4) of the Code, that portion of the Total Payments which is reasonable compensation, within the meaning of Section 280G(b)(4) of the Code, in the opinion of Tax Counsel; (iii) the value of any non-cash benefits or of any deferred or accelerated payments or benefits included in the Total Payments will be determined by Tax Counsel in accordance with the principles of Section 280G(d)(3) and (4) of the Code and the Treasury Regulations thereunder; and (iv) in the event of any uncertainty as to whether a reduction of the in Total Payments to the Safe Harbor Amount Executive is necessaryrequired pursuant hereto, then the reduction shall occur Bank will initially make all payments otherwise required to be paid to you hereunder, and any amounts so paid which are ultimately determined not to have been payable hereunder either (x) upon our mutual agreement, or (y) upon Tax Counsel furnishing you with its written opinion setting forth the amount of such payments not to have been so payable under this Section 6, or (z) in the following order: reduction event a portion of cash payments; cancellation the Total Payments shall be determined by a court or an Internal Revenue Service proceeding to have otherwise been an “excess parachute payment,” the amount so determined in (x), (y) or (z) shall be repaid by you to the Bank within ten (10) business days after the time of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reducedsuch mutual agreement, such acceleration opinion is so furnished to you, or of vesting such determination, as applicable. All fees and expenses of any Tax Counsel or accounting firm selected under this Section 6 shall be cancelled in borne solely by the reverse order of the date of grant of the Employee’s participant’s stock awardsBank.

Parachute Tax. Notwithstanding anything (a) Except in the foregoing specific circumstance hereinafter described in this paragraph 14, the Company shall pay to the contrary, if Executive the full amount to which he is entitled under this Agreement. (i) If any of payments or benefits received or to be received by the payments to Employee (prior to any reduction below) provided for in Executive under this Agreement, together with or any other payments which Employee has or benefits received or to be received by the right to receive Executive from the Company or any corporation which is a member other person, constitute "parachute payments" within the meaning of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) or any successor provision of the CodeCode (such payments or benefits being hereinafter referred to as the "Parachute Payments"), and if and (ii) If the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion aggregate present value of the Parachute Payments that would result in no portion of the Payments being subject to the from all sources, minus (A) any excise tax set forth at imposed under Section 4999 of the Code (“or any similar tax that may hereafter be imposed) (the "Excise Tax”). The “Taxed Amount” is ") and (B) the total net amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxesincome tax on such aggregate present value, would be less than the maximum amount of Parachute Payments from all sources that can be paid without triggering the Excise Tax, after deduction of the net amount of federal, state and local income taxestax on such maximum amount, then (iii) the Parachute Payments to be paid by the Company to the Executive under this Agreement shall be reduced to a lump sum amount (if any) such that the aggregate present value of the Parachute Payments from all sources is equal to the maximum amount of Parachute Payments that can be paid without triggering the Excise Tax. Anything in this subparagraph 14(b) to the contrary notwithstanding, it is understood and agreed that the amount to be paid by the Company to the Executive pursuant to this subparagraph 14(b) in the specific circumstance described herein may be less, but never more, than the amount to which he would otherwise be entitled under this Agreement. (c) All matters to be determined pursuant to subparagraph 14(b) including, without limitation, the existence or absence of any Parachute Payments, the aggregate present value of any Parachute Payments, the amount of the Excise Tax (all if any), the net amount of which shall be computed at federal, state and local income tax (assuming the highest applicable marginal raterate in each case). If a , the maximum amount of Parachute Payments that can be paid without triggering the Excise Tax, the amount of any reduction of in the Parachute Payments to be paid by the Safe Harbor Amount is necessary, then Company to the reduction shall occur in Executive under this Agreement and the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is item or items (if any) to be reduced, such acceleration of vesting shall be cancelled determined by the Executive or, following his death, his beneficiary or beneficiaries. The specifics of such determination shall be delivered in writing to the Company and to the trustee of the Trust referred to in subparagraph 9(d)(ii) above at the time of the Executive's termination within three years after a Change in Control, or as soon as practicable thereafter, by the Executive or, following his death, his beneficiary or beneficiaries. The reasonable fees and expenses of such tax counsel and financial advisor as may reasonably be called upon to assist the Executive or his beneficiary or beneficiaries in the reverse order foregoing determinations shall be paid by the Company. Without limiting the generality of the date of grant of immediately preceding sentence, the Employee’s participant’s stock awardsExecutive or his beneficiary or beneficiaries may select as such financial advisor Xxxxxx Associates or such other person or firm as may be serving at the time as the Company's independent consulting actuary."

Parachute Tax. Notwithstanding anything in the foregoing to the contrary, if any of the payments to Employee (prior to any reduction below) provided for in this Agreement, together with any other payments which Employee has the right to receive from the Company or any corporation which is a member of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed at the highest applicable marginal rate). If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s participant’s stock awardsawards unless the Employee elects in writing a different order for cancellation.

Parachute Tax. Notwithstanding anything (i) In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Corporation, any affiliate (as that term is used in Treas. Reg. §1.280G-1, Q/A-46) or associated company or any trust established by the foregoing Corporation, any such affiliate or associated company for the benefit of its employees, to or for your benefit (whether paid or payable or distributed or distributable pursuant to the contraryterms of this Agreement, if any or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the payments Code, or any interest or penalties are incurred by you with respect to Employee such excise tax (prior to any reduction below) provided for in this Agreementsuch excise tax, together with any other payments which Employee has such interest and penalties, hereinafter collectively referred to as the right to receive from the Company or any corporation which is a member of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“CodeExcise Tax”), you shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including, without regard to Section 1504(blimitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, you retain an amount of the CodeGross-Up Payment equal to the Excise Tax imposed upon the Payments. For purposes of this Section 5, of which the Company is a member (the “Payments”) would constitute ” will include any payments, benefits or distributions to other persons with respect to awards granted to you and transferred by you to such other person in accordance with the terms of the awards, to the extent that such awards result in taxable income being attributable to you. Notwithstanding the foregoing provisions of this paragraph (5)(i), if it is determined that you are entitled to a “parachute payment” Gross-Up Payment, but that the value of the Parachute Payments (as defined in Section 280G(b)(2below) does not exceed 110% (105% if you are Recently Hired (as defined below) by the Corporation) of the Code), and if the Safe Harbor Amount is greater than the Taxed Amount(as defined below), then no Gross-Up Payment will be made to you and the total amount of such Payments shall Payments, in the aggregate, will be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed at the highest applicable marginal rate). If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur will be made in the following order: : (a) First, by reducing the cash amounts of Parachute Payments (including welfare benefits described in paragraph 4(iii)(g)) that would not constitute deferred compensation (within the meaning of Section 409A) subject to Section 409A (with the Payments subject to such reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduceddetermined by you), such acceleration of vesting shall be cancelled in to the reverse order extent necessary to decrease the Payments that would otherwise constitute Parachute Payments to the Safe Harbor Amount. (b) Next, if after the reduction to zero of the date amounts described in paragraph (a) above, the remaining scheduled Parachute Payments are greater than the Safe Harbor Amount, then by reducing the cash amounts of grant Payments (excluding welfare benefits described in paragraph 4(iii)(g)) that constitute deferred compensation (within the meaning of Section 409A) subject to Section 409A, with the reductions to be applied first to the Payments scheduled for the latest distribution date, and then applied to distributions scheduled for progressively earlier distribution dates, to the extent necessary to decrease the Payments that would otherwise constitute Parachute Payments to the Safe Harbor Amount. (c) Next, if after the reduction to zero of the Employee’s participant’s stock awardsamounts described in paragraphs (a) and (b) above, the remaining scheduled Parachute Payments are greater than the Safe Harbor Amount, then, by reducing any of the remaining scheduled Payments, in an order to be determined by the Corporation, to the extent necessary to decrease the Payments that would otherwise constitute Parachute Payments to the Safe Harbor Amount.

Parachute Tax. Notwithstanding anything in the foregoing to the contrary, if any of the payments to Employee (prior to any reduction below) provided for in this Agreement, together with any other payments which Employee has the right to receive from the Company or any corporation which is a member of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, amount shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed at the highest applicable marginal rate). If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s participant’s stock awards.

Parachute Tax. Notwithstanding anything in the foregoing to the contrary, if any of the payments to Employee (prior to any reduction below) provided for in this Agreement, together with any other payments which Employee has the right to receive from the Company or any corporation which is a member of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed at the highest applicable marginal rate). If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the following order: order unless the Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payments occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s participant’s stock awardsawards unless the Employee elects in writing a different order for cancellation.

Parachute Tax. Notwithstanding anything in the foregoing to the contrary, if any of the payments to Employee (prior to any reduction below) provided for in this Agreement, together with any other payments which Employee has the right to receive from the Company or any corporation which is a member of an “"affiliated group” " as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“"Code”"), without regard to Section 1504(b) of the Code, of which the Company is a member (the “"Payments”") would constitute a “"parachute payment” " (as defined in Section 280G(b)(2) of the Code), and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “"Safe Harbor Amount” " is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code (“"Excise Tax”"). The “"Taxed Amount” " is the total amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed at the highest applicable marginal rate). If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the following order: order unless the Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payments occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s 's participant’s 's stock awardsawards unless the Employee elects in writing a different order for cancellation.

Parachute Tax. Notwithstanding anything (a) Except in the foregoing specific circumstance hereinafter described in this paragraph 14, the Company shall pay to the contrary, if Executive the full amount to which he is entitled under this Agreement. (i) If any of payments or benefits received or to be received by the payments to Employee (prior to any reduction below) provided for in Executive under this Agreement, together with or any other payments which Employee has or benefits received or to be received by the right to receive Executive from the Company or any corporation which is a member other person, constitute "parachute payments" within the meaning of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) or any successor provision of the CodeCode (such payments or benefits being hereinafter referred to as the "Parachute Payments"), and and (ii) if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion aggregate present value of the Parachute Payments that would result in no portion of the Payments being subject to the from all sources, minus (A) any excise tax set forth at imposed under Section 4999 of the Code (“or any similar tax that may hereafter be imposed) (the "Excise Tax”). The “Taxed Amount” is ") and (B) the total net amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxesincome tax on such aggregate present value, would be less than the maximum amount of Parachute Payments from all sources that can be paid without triggering the Excise Tax, after deduction of the net amount of federal, state and local income taxestax on such maximum amount, then (iii) the Parachute Payments to be paid by the Company to the Executive under this Agreement shall be reduced to a lump sum amount (if any) such that the aggregate present value of the Parachute Payments from all sources is equal to the maximum amount of Parachute Payments that can be paid without triggering the Excise Tax. Anything in this subparagraph 14(b) to the contrary notwithstanding, it is understood and agreed that the amount to be paid by the Company to the Executive pursuant to this subparagraph 14(b) in the specific circumstance described herein may be less, but never more, than the amount to which he would otherwise be entitled under this Agreement. (c) All matters to be determined pursuant to subparagraph 14(b) including, without limitation, the existence or absence of any Parachute Payments, the aggregate present value of any Parachute Payments, the amount of the Excise Tax (all if any), the net amount of which shall be computed at federal, state and local income tax (assuming the highest applicable marginal raterate in each case). If a , the maximum amount of Parachute Payments that can be paid without triggering the Excise Tax, the amount of any reduction of in the Parachute Payments to be paid by the Safe Harbor Amount is necessary, then Company to the reduction shall occur in Executive under this Agreement and the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is item or items (if any) to be reduced, such acceleration of vesting shall be cancelled determined by the Executive or, following his death, his beneficiary or beneficiaries. The specifics of such determination shall be delivered in writing to the Company and to the trustee of the Trust referred to in subparagraph 9(d)(ii) above at the time of the Executive's termination within three years after a Change in Control, or as soon as practicable thereafter, by the Executive or, following his death, his beneficiary or beneficiaries. The reasonable fees and expenses of such tax counsel and financial advisor as may reasonably be called upon to assist the Executive or his beneficiary or beneficiaries in the reverse order foregoing determinations shall be paid by the Company. Without limiting the generality of the date of grant of immediately preceding sentence, the Employee’s participant’s stock awardsExecutive or his beneficiary or beneficiaries may select as such financial advisor Xxxxxx Associates or such other person or firm as may be serving at the time as the Company's independent consulting actuary."

Parachute Tax. Notwithstanding anything (a) Except in the foregoing specific circumstance hereinafter described in this paragraph 21, the Company shall pay to the contrary, if Executive the full amount to which he is entitled under this Agreement. (i) If any of payments or benefits received or to be received by the payments to Employee (prior to any reduction below) provided for in Executive under this Agreement, together with or any other payments which Employee has or benefits received or to be received by the right to receive Executive from the Company or any corporation which is a member other person, constitute "parachute payments" within the meaning of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) or any successor provision of the CodeCode (such payments or benefits being hereinafter referred to as the "Parachute Payments"), and and (ii) if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion aggregate present value of the Parachute Payments that would result in no portion of the Payments being subject to the from all sources, minus (A) any excise tax set forth at imposed under Section 4999 of the Code (“or any similar tax that may hereafter be imposed) (the "Excise Tax”). The “Taxed Amount” is ") and (B) the total net amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxesincome tax on such aggregate present value, would be less than the maximum amount of Parachute Payments from all sources that can be paid without triggering the Excise Tax, after deduction of the net amount of federal, state and local income taxestax on such maximum amount, then (iii) the Parachute Payments to be paid by the Company to the Executive under this Agreement shall be reduced to a lump sum amount (if any) such that the aggregate present value of the Parachute Payments from all sources is equal to the maximum amount of Parachute Payments that can be paid without triggering the Excise Tax. Anything in this subparagraph 21(b) to the contrary notwithstanding, it is understood and agreed that the amount to be paid by the Company to the Executive pursuant to this subparagraph 21(b) in the specific circumstance described herein may be less, but never more, than the amount to which he would otherwise be entitled under this Agreement. (c) All matters to be determined pursuant to subparagraph 21(b) including, without limitation, the existence or absence of any Parachute Payments, the aggregate present value of any Parachute Payments, the amount of the Excise Tax (all if any), the net amount of which shall be computed at federal, state and local income tax (assuming the highest applicable marginal raterate in each case). If a , the maximum amount of Parachute Payments that can be paid without triggering the Excise Tax, the amount of any reduction of in the Parachute Payments to be paid by the Safe Harbor Amount is necessary, then Company to the reduction shall occur in Executive under this Agreement and the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is item or items (if any) to be reduced, such acceleration of vesting shall be cancelled determined by the Executive or, following his death, his beneficiary or beneficiaries. The specifics of such determination shall be delivered in writing to the Company and to the trustee of the Trust referred to in subparagraph 16(d)(ii) above at the time of the Executive's termination within three years after a Change in Control, or as soon as practicable thereafter, (or, in the reverse order case of a lump sum payment pursuant to subparagraph 9(d)(ii) after the retirement of the date Executive, at the time of grant a Change in Control or as soon as practicable thereafter) by the Executive or, following his death, his beneficiary or beneficiaries. The reasonable fees and expenses of such tax counsel and financial advisor as may reasonably be called upon to assist the Executive or his beneficiary or beneficiaries in the foregoing determinations shall be paid by the Company. Without limiting the generality of the Employee’s participant’s stock awardsimmediately preceding sentence, the Executive or his beneficiary or beneficiaries may select as such financial advisor Xxxxxx Associates or such other person or firm as may be serving at the time as the Company's independent consulting actuary.

Parachute Tax. If the Company determines that any amounts payable under this Agreement would be subject to the excise tax imposed under Code Section 4999 on "excess parachute payments", the Company will compute the after-tax amount that would be payable to the Executive if the total amounts that are payable to the Executive by the Company, an affiliate, or a plan of the Company or an affiliate and are considered "parachute payments" for purposes of Code Section 280G ("Parachute Payments") were limited to the maximum amount that may be paid to the Executive under Code Sections 280G and 4999 without imposition of the excise tax (this after-tax amount is referred to as the "Capped Amount"). The Company will also compute the after-tax amount that would be payable to the Executive if the total Parachute Payments were payable without regard to the Code Sections 280G and 4999 limit (this after-tax amount is referred to as the "Uncapped Amount"). Notwithstanding anything in the foregoing this Agreement to the contrary, if any of the payments to Employee (prior to any reduction below) provided for in this Agreement, together with any other payments which Employee has the right to receive from the Company or any corporation which is a member of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and if the Safe Harbor Capped Amount is greater than or equal to 97% of the Taxed Uncapped Amount, then the total amount of such benefits and other amounts that are considered Parachute Payments shall and are payable to the Executive under this Agreement will be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments amount that would will result in no portion of the Payments any such payment being subject to the excise tax set forth at imposed by Code Section 4999 4999. Tax counsel selected by mutual consent of the Code Company and the Executive will determine the amount of any such reduction in good faith. The determination will be made before the payments are due and payable to the Executive, to the extent possible. The Executive will determine which payments will be reduced, subject to approval by the Company (“Excise Tax”which approval may not be unreasonably withheld). The “Taxed Amount” is the total amount Executive will have no right to receive Parachute Payments under this Agreement in excess of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Taxreduced amount. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall The calculations under this Section will be made on an after-tax basisin a manner consistent with the requirements of Code Sections 280G and 4999, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed as in effect at the highest applicable marginal rate)time the calculations are made. If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s participant’s stock awards10.

Parachute Tax. Notwithstanding anything in the foregoing to the contrary, if (A) If any portion of the payments to Employee (prior to amount of any reduction below) payment or benefit heretofore or hereafter provided for in under this Agreement, together with Agreement or under any other payments which Employee has agreement with or plan of the right to receive from the Company Corporation or any corporation which is Subsidiary, including, but not limited to, stock options, restricted stock, and other long-term incentives (each a member of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”"Payment") would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of an "Excess Parachute Payment" such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would result in no portion of the Payments being subject to the an excise tax set forth at is triggered under Section 4999 of the Code in respect of such amounts, then the Corporation shall pay to the Executive, in cash, an additional amount (“or amounts) equal to such excise tax and any interest or penalties incurred by the Executive with respect thereto (collectively, "Excise Tax”"), together with any federal and state income, employment and other excise taxes payable by the Executive in respect of such payment (and to cover the resulting income, employment, and other excise taxes resulting from each successive payment, and so on as necessary to completely offset the Excise Tax impact) (a "Gross-Up Payment"). The “Taxed Amount” is For this purpose, the total amount of the Payments (prior Executive shall be deemed to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for highest marginal rate of federal and state taxes. (B) Subject to the purpose provisions of comparing which of the Safe Harbor Amount this Section 5(B), all determinations required to be made under this Section 5(B), including whether and when a Gross-Up Payment is required and the Taxed Amount is greater, amount of such Gross-Up Payment and the determination of each such amountassumptions to be utilized in arriving at the determination, shall be made by a nationally recognized certified public accounting firm acceptable to the Corporation designated by the Executive (the "Accounting Firm") which shall provide detailed supporting calculations both to the Corporation and the Executive within 30 days after the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Corporation. All fees and expenses of the Accounting Firm shall be borne solely by the Corporation. Any Gross-Up Payment, as determined in accordance with this Section 5(B), shall be paid by the Corporation to the Executive within five days after the receipt of the Accounting Firm's determination or, as soon as practicable, as payments are made to the extent that compensation or benefits subject to the Excise Tax is paid or made available after such date. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall so indicate to the Executive in writing. Any determination by the Accounting Firm shall be binding upon the Corporation and the Executive. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments that should have made will not have been made (an "Underpayment"), consistent with the calculations required to be made hereunder. In the event the Corporation exhausts the Corporation's remedies in accordance with Section 5(C) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of Underpayment that has occurred and the Underpayment shall be promptly paid by the Corporation to or for the benefit of the Executive. (C) The Executive shall notify the Corporation in writing of any claim by the Internal Revenue Service that, if successful, would require a Gross-Up Payment (that has not already been paid by the Corporation). The notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of the claim and shall apprise the Corporation of the nature of the claim and the date on which the claim is requested to be paid. The Executive shall not pay the claim prior to the expiration of the 30-day period following the date on which the Executive gives notice to the Corporation or any shorter period ending on the date that any payment of taxes with respect to the claim is due. If the Corporation notifies the Executive in writing prior to the expiration of the 30-day period that it desires to contest the claim, the Executive shall: (a) give the Corporation any information reasonably requested by the Corporation relating to the claim; (b) take any action in connection with contesting the claim as the Corporation shall reasonably request in writing from time to time, including, but not limited to, accepting legal representation with respect to the claim by an attorney reasonably selected by the Corporation; (c) cooperate with the Corporation in good faith in order effectively to contest the claim; and (d) permit the Corporation to participate in any proceedings relating to the claim. The Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with the contest and shall indemnify and hold the Executive harmless, on an after-tax basis, taking into account for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of the representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 5(C), the Corporation shall control all applicable federalproceedings taken in connection with the contest and, state at its option, may pursue or forego any and local employment taxesall administrative appeals, income taxesproceedings, hearings, and conferences with the taxing authority in respect of the claim and may, at its or their sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive shall prosecute the contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Corporation shall determine. If the Corporation directs the Executive to pay the claim and xxx for a refund, the Corporation shall advance the amount of the payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or other tax (all including interest or penalties with respect thereto) imposed with respect to the advance or with respect to any imputed income with respect to the advance; and any extension of the statue of limitations relating to payment of taxes for the taxable year of the Executive with respect to which the contested amount is claimed to be due shall be computed at limited solely to the highest contested amount. The Corporation's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. If, after the receipt by the Executive of an amount advanced by the Corporation pursuant to this Section 5(C), the Executive becomes entitled to receive any refund with respect to the claim, the Executive shall, subject to the Corporation's compliance with the requirements of this Section 5(C), promptly pay to the Corporation the amount of the refund (together with any interest paid or credited thereon after taxes applicable marginal ratethereto). If If, after the receipt by the Executive of an amount advanced by the Corporation pursuant to this Section 5(C), a reduction of determination is made that the Payments Executive shall not be entitled to any refund with respect to the Safe Harbor Amount is necessaryclaim and the Corporation does not notify the Executive in writing of its intent to contest the denial of refund prior to the expiration of 30 days after the determination, then the reduction advance shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is be forgiven and shall not be required to be reducedrepaid and the amount of the advance shall offset, such acceleration to the extent thereof, the amount of vesting Gross-Up Payment required to be paid. (D) Without limitation of the foregoing provisions of this Section 5, the Executive and the Corporation shall each use their reasonable best efforts to cooperate with each other in resolving any matter arising under this Section 5. (E) Notwithstanding any other provision of this Section 5, to the extent that the Executive is entitled to a tax "gross-up" payment with respect to a Payment under any other provision or agreement, there shall be cancelled in the reverse order no duplication of the date of grant of the Employee’s participant’s stock awards"gross-up" payments with respect to that Payment.

Parachute Tax. If the Company determines that any amounts payable ------------- under this Agreement would be subject to the excise tax imposed under Code Section 4999 on "excess parachute payments", the Company will compute the after- tax amount that would be payable to the Executive if the total amounts that are payable to the Executive by the Company, an affiliate, or a plan of the Company or an affiliate and are considered "parachute payments" for purposes of Code Section 280G ("Parachute Payments") were limited to the maximum amount that may be paid to the Executive under Code Sections 280G and 4999 without imposition of the excise tax (this after-tax amount is referred to as the "Capped Amount"). The Company will also compute the after-tax amount that would be payable to the Executive if the total Parachute Payments were payable without regard to the Code Sections 280G and 4999 limit (this after-tax amount is referred to as the "Uncapped Amount"). Notwithstanding anything in the foregoing this Agreement to the contrary, if any of the payments to Employee (prior to any reduction below) provided for in this Agreement, together with any other payments which Employee has the right to receive from the Company or any corporation which is a member of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and if the Safe Harbor Capped Amount is greater than or equal to 97% of the Taxed Uncapped Amount, then the total amount of such benefits and other amounts that are considered Parachute Payments shall and are payable to the Executive under this Agreement will be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments amount that would will result in no portion of the Payments any such payment being subject to the excise tax set forth at imposed by Code Section 4999 4999. Tax counsel selected by mutual consent of the Code Company and the Executive will determine the amount of any such reduction in good faith. The determination will be made before the payments are due and payable to the Executive, to the extent possible. The Executive will determine which payments will be reduced, subject to approval by the Company (“Excise Tax”which approval may not be unreasonably withheld). The “Taxed Amount” is the total amount Executive will have no right to receive Parachute Payments under this Agreement in excess of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Taxreduced amount. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall The calculations under this Section will be made on an after-tax basisin a manner consistent with the requirements of Code Sections 280G and 4999, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed as in effect at the highest applicable marginal rate). If a reduction of time the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s participant’s stock awardscalculations are made.

Parachute Tax. Notwithstanding anything (a) Except in the foregoing specific circumstance hereinafter described in this paragraph 14, the Company shall pay to the contrary, if Executive the full amount to which he is entitled under this Agreement. (i) If any of payments or benefits received or to be received by the payments to Employee (prior to any reduction below) provided for in Executive under this Agreement, together with or any other payments which Employee has or benefits received or to be received by the right to receive Executive from the Company or any corporation which is a member other person, constitute "parachute payments" within the meaning of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) or any successor provision of the CodeCode (such payments or benefits being hereinafter referred to as the "Parachute Payments"), and and (ii) if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion aggregate present value of the Parachute Payments that would result in no portion of the Payments being subject to the from all sources, minus (A) any excise tax set forth at imposed under Section 4999 of the Code (“or any similar tax that may hereafter be imposed) (the "Excise Tax”). The “Taxed Amount” is ") and (B) the total net amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxesincome tax on such aggregate present value, would be less than the maximum amount of Parachute Payments from all sources that can be paid without triggering the Excise Tax, after deduction of the net amount of federal, state and local income taxestax on such maximum amount, then (iii) the Parachute Payments to be paid by the Company to the Executive under this Agreement shall be reduced to a lump sum amount (if any) such that the aggregate present value of the Parachute Payments from all sources is equal to the maximum amount of Parachute Payments that can be paid without triggering the Excise Tax. Anything in this subparagraph 14(b) to the contrary notwithstanding, it is understood and agreed that the amount to be paid by the Company to the Executive pursuant to this subparagraph 14(b) in the specific circumstance described herein may be less, but never more, than the amount to which he would otherwise be entitled under this Agreement. (c) All matters to be determined pursuant to subparagraph 14(b) including, without limitation, the existence or absence of any Parachute Payments, the aggregate present value of any Parachute Payments, the amount of the Excise Tax (all if any), the net amount of which shall be computed at federal, state and local income tax (assuming the highest applicable marginal raterate in each case). If a , the maximum amount of Parachute Payments that can be paid without triggering the Excise Tax, the amount of any reduction of in the Parachute Payments to be paid by the Safe Harbor Amount is necessary, then Company to the reduction shall occur in Executive under this Agreement and the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is item or items (if any) to be reduced, such acceleration of vesting shall be cancelled determined by the Executive or, following his death, his beneficiary or beneficiaries. The specifics of such determination shall be delivered in writing to the Company and to the trustee of the Trust referred to in subparagraph 9(d)(ii) above at the time of the Executive's termination within three years after a Change in Control, or as soon as practicable thereafter, by the Executive or, following his death, his beneficiary or beneficiaries. The reasonable fees and expenses of such tax counsel and financial advisor as may reasonably be called upon to assist the Executive or his beneficiary or beneficiaries in the reverse order foregoing determinations shall be paid by the Company. Without limiting the generality of the date of grant of immediately preceding sentence, the Employee’s participant’s stock awardsExecutive or his beneficiary or beneficiaries may select as such financial advisor Xxxxxx Associates or such other person or firm as may be serving at the time as the Company's independent consulting actuary.