Common use of Potential Limitation of Benefits Under Certain Circumstances Clause in Contracts

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by the Executive. The Corporation’s independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation will pay for the accountants’ opinion. The Corporation may request, and the Executive has the right to demand that, a ruling from the IRS as to whether any disputed payments and benefits have adverse tax consequences. The Corporation will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by the Executive. Notwithstanding the foregoing, the Bank shall not pay the Executive Termination Benefits in excess of three (3) times his average annual compensation (or such other amount that may be permitted by the Office of Thrift Supervision pursuant to regulation or regulatory guidance). Any payment of Termination Benefits in excess of three (3) times the Executive average annual compensation shall be made by the Corporation. The Corporation’s independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation Bank will pay for the accountants’ opinion. The Corporation Bank may request, and the Executive has the right to demand that, a ruling from the IRS as to whether any disputed payments and benefits have adverse tax consequences. The Corporation Bank will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation Bank make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof thereof, (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by the Executive. Notwithstanding the foregoing, the Bank shall not pay the Executive Termination Benefits in excess of three (3) times his average annual compensation (or such other amount that may be permitted by the Office of Thrift Supervision pursuant to regulation or regulatory guidance). Any payment of Termination Benefits in excess of three (3) times the Executive average annual compensation shall be made by the Company. The CorporationCompany’s independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation Employer will pay for the accountants’ opinion. If the Employer and/or the Executive do not agree with the accountants’ opinion, the Employer will pay to the Executive the maximum amount of payments and benefits pursuant to Sections 4 and 5 of this Agreement or otherwise, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible and subject to the excise tax imposed under Section 4999 of the Code. The Corporation Employer may also request, and the Executive has the right to demand that, a ruling from the IRS as to whether any the disputed payments and benefits have adverse such tax consequences. The Corporation Employer will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation Employer make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation Employer and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions provision of this Agreement, in the event that that: (xi) the aggregate value of the payments or and benefits to which you may be made or afforded to the Executive entitled under this Agreement or otherwiseany other agreement, which plan, program or arrangement in connection with a Change in Control that are deemed to be “parachute payments payments,” as defined in Section 280G of the Code or any successor thereof (the “Change in Control Termination Benefits”) ), would be deemed to include an “excess parachute payment” under Section 280G of the Code; and ; (yii) if such Change in Control Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar hundred dollars ($1.00100.00) less than an amount equal to three (3) times the Executive’s your “base amount,” as determined in accordance with Section 280G of the Code and Code, and; (iii) the Non-Triggering Amount less as reduced by the product of the Non-Triggering Amount and the highest marginal rate of any applicable state and federal income tax and taxes, would represent ninety-five percent (95%) or more of the Non-Triggering Amount would be greater than the aggregate value of the Change in Control Termination Benefits (without such reduction) minus ), as reduced by (1x) the amount of tax required to be paid by the Executive you thereon by pursuant to Section 4999 of the Code and further minus (2y) the product of the Change in Control Termination Benefits and the highest marginal rate of any applicable state and federal income taxtaxes, then the total Change in Control Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction in the Change in Control Termination Benefits to the extent required hereby among the Termination Benefits shall be determined by the Executive. The Corporation’s independent public accountants will determine Company in its reasonable discretion and in a manner that is consistent with the value requirements of any reduction in the payments and benefits; the Corporation will pay for the accountants’ opinion. The Corporation may request, and the Executive has the right to demand that, a ruling from the IRS as to whether any disputed payments and benefits have adverse tax consequences. The Corporation will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation make this filing later than thirty (30) days from the date Section 409A of the accountant’s opinion referred Code until no amount or benefit payable to above. The request you will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in an “excess parachute payment” under Section 7872(f)(2) 280G of the Code. Nothing contained in All calculations and determinations under this Agreement Section 6(c) shall result in a reduction be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Advisor”) whose determinations shall be conclusive and binding on the Company and you for all purposes. The Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of any payments or benefits to which Section 280G and Section 4999 of the Executive may be entitled upon termination Code. The Company shall bear all costs of employment other than pursuant to Sections 4 and 5 hereof, or a reduction in the payments and benefits specified, below zeroTax Advisor.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions provision of this Agreement, in the event that that: (xi) the aggregate value of the payments or and benefits to which you may be made or afforded to the Executive entitled under this Agreement or otherwiseany other agreement, which plan, program or arrangement in connection with a Change in Control that are deemed to be “parachute payments payments,” as defined in Section 280G of the Code or any successor thereof (the “Change in Control Termination Benefits”) ), would be deemed to include an “excess parachute payment” under Section 280G of the Code; and ; (yii) if such Change in Control Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar hundred dollars ($1.00100.00) less than an amount equal to three (3) times the Executive’s your “base amount,” as determined in accordance with Section 280G of the Code and Code, and (iii) the Non-Triggering Amount less as reduced by the product of the Non-Triggering Amount and the highest marginal rate of any applicable state and federal income tax and taxes, would represent 95% or more of the Non-Triggering Amount would be greater than the aggregate value of the Change in Control Termination Benefits (without such reduction) minus ), as reduced by (1x) the amount of tax required to be paid by the Executive you thereon by pursuant to Section 4999 of the Code and further minus (2y) the product of the Change in Control Termination Benefits and the highest marginal rate of any applicable state and federal income taxtaxes, then the total Change in Control Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction in the Change in Control Termination Benefits to the extent required hereby among the Termination Benefits shall be determined by the Executive. The Corporation’s independent public accountants will determine Bank in its reasonable discretion and in a manner that is consistent with the value requirements of any reduction in the payments and benefits; the Corporation will pay for the accountants’ opinion. The Corporation may request, and the Executive has the right to demand that, a ruling from the IRS as to whether any disputed payments and benefits have adverse tax consequences. The Corporation will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation make this filing later than thirty (30) days from the date Section 409A of the accountant’s opinion referred Code until no amount or benefit payable to above. The request you will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in an “excess parachute payment” under Section 7872(f)(2) 280G of the Code. Nothing contained in All calculations and determinations under this Agreement Section 6(c) shall result in a reduction be made by an independent accounting firm or independent tax counsel appointed by the Bank (the “Tax Advisor”) whose determinations shall be conclusive and binding on the Bank and you for all purposes. The Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of any payments or benefits to which Section 280G and Section 4999 of the Executive may be entitled upon termination Code. The Bank shall bear all costs of employment other than pursuant to Sections 4 and 5 hereof, or a reduction in the payments and benefits specified, below zeroTax Advisor.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions provision of this Agreement, in the event that that: (xi) the aggregate value of the payments or and benefits to which you may be made or afforded to the Executive entitled under this Agreement or otherwiseany other agreement, which plan, program or arrangement in connection with a Change in Control that are deemed to be "parachute payments payments," as defined in Section 280G of the Code or any successor thereof (the “"Change in Control Termination Benefits”) "), would be deemed to include an “"excess parachute payment” " under Section 280G of the Code; and ; (yii) if such Change in Control Termination Benefits were reduced to an amount (the “"Non-Triggering Amount”"), the value of which is one dollar hundred dollars ($1.00100.00) less than an amount equal to three (3) times the Executive’s “your "base amount,” " as determined in accordance with Section 280G of the Code and Code, and; (iii) the Non-Triggering Amount less as reduced by the product of the Non-Triggering Amount and the highest marginal rate of any applicable state and federal income tax and taxes, would represent ninety-five percent (95%) or more of the Non-Triggering Amount would be greater than the aggregate value of the Change in Control Termination Benefits (without such reduction) minus ), as reduced by (1x) the amount of tax required to be paid by the Executive you thereon by pursuant to Section 4999 of the Code and further minus (2y) the product of the Change in Control Termination Benefits and the highest marginal rate of any applicable state and federal income taxtaxes, then the total Change in Control Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction in the Change in Control Termination Benefits to the extent required hereby among the Termination Benefits shall be determined by the Executive. The Corporation’s independent public accountants will determine Company in its reasonable discretion and in a manner that is consistent with the value requirements of any reduction in the payments and benefits; the Corporation will pay for the accountants’ opinion. The Corporation may request, and the Executive has the right to demand that, a ruling from the IRS as to whether any disputed payments and benefits have adverse tax consequences. The Corporation will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation make this filing later than thirty (30) days from the date Section 409A of the accountant’s opinion referred Code until no amount or benefit payable to above. The request you will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in an "excess parachute payment" under Section 7872(f)(2) 280G of the Code. Nothing contained in All calculations and determinations under this Agreement Section 6(c) shall result in a reduction be made by an independent accounting firm or independent tax counsel appointed by the Company (the "Tax Advisor") whose determinations shall be conclusive and binding on the Company and you for all purposes. The Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of any payments or benefits to which Section 280G and Section 4999 of the Executive may be entitled upon termination Code. The Company shall bear all costs of employment other than pursuant to Sections 4 and 5 hereof, or a reduction in the payments and benefits specified, below zeroTax Advisor.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions provision of this Agreement, in the event that that: (xi) the aggregate value of the payments or and benefits to which you may be made or afforded to the Executive entitled under this Agreement or otherwiseany other agreement, which plan, program or arrangement in connection with a Change in Control that are deemed to be “parachute payments payments,” as defined in Section 280G of the Code or any successor thereof (the “Change in Control Termination Benefits”) ), would be deemed to include an “excess parachute payment” under Section 280G of the Code; and ; (yii) if such Change in Control Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar hundred dollars ($1.00100.00) less than an amount equal to three (3) times the Executive’s your “base amount,” as determined in accordance with Section 280G of the Code and Code, and (iii) the Non-Triggering Amount less as reduced by the product of the Non-Triggering Amount and the highest marginal rate of any applicable state and federal income tax and taxes, would represent 95% or more of the Non-Triggering Amount would be greater than the aggregate value of the Change in Control Termination Benefits (without such reduction) minus ), as reduced by (1x) the amount of tax required to be paid by the Executive you thereon by pursuant to Section 4999 of the Code and further minus (2y) the product of the Change in Control Termination Benefits and the highest marginal rate of any applicable state and federal income taxtaxes, then the total Change in Control Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction in the Change in Control Termination Benefits to the extent required hereby among the Termination Benefits shall be determined by the Executive. The Corporation’s independent public accountants will determine Company in its reasonable discretion and in a manner that is consistent with the value requirements of any reduction in the payments and benefits; the Corporation will pay for the accountants’ opinion. The Corporation may request, and the Executive has the right to demand that, a ruling from the IRS as to whether any disputed payments and benefits have adverse tax consequences. The Corporation will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation make this filing later than thirty (30) days from the date Section 409A of the accountant’s opinion referred Code until no amount or benefit payable to above. The request you will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in an “excess parachute payment” under Section 7872(f)(2) 280G of the Code. Nothing contained in All calculations and determinations under this Agreement Section 6(c) shall result in a reduction be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Advisor”) whose determinations shall be conclusive and binding on the Company and you for all purposes. The Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of any payments or benefits to which Section 280G and Section 4999 of the Executive may be entitled upon termination Code. The Company shall bear all costs of employment other than pursuant to Sections 4 and 5 hereof, or a reduction in the payments and benefits specified, below zeroTax Advisor.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by the Executive. Notwithstanding the foregoing, the Bank shall not pay the Executive Termination Benefits in excess of three (3) times his average annual compensation (or such other amount that may be permitted by the Office of Thrift Supervision pursuant to regulation or regulatory guidance). The CorporationBank’s independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation Bank will pay for the accountants’ opinion. The Corporation Bank may request, and the Executive has the right to demand that, a ruling from the IRS as to whether any disputed payments and benefits have adverse tax consequences. The Corporation Bank will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation Bank make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions provision of this Agreement, in the event that that: (xi) the aggregate value of the payments or and benefits to which you may be made or afforded to the Executive entitled under this Agreement or otherwiseany other agreement, which plan, program or arrangement in connection with a Change in Control that are deemed to be “parachute payments payments,” as defined in Section 280G of the Code or any successor thereof (the “Change in Control Termination Benefits”) ), would be deemed to include an “excess parachute payment” under Section 280G of the Code; and ; (yii) if such Change in Control Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar hundred dollars ($1.00100.00) less than an amount equal to three (3) times the Executive’s your “base amount,” as determined in accordance with Section 280G of the Code and Code, and; (iii) the Non-Triggering Amount less as reduced by the product of the Non-Triggering Amount and the highest marginal rate of any applicable state and federal income tax and taxes, would represent ninety-five percent (95%) or more of the Non-Triggering Amount would be greater than the aggregate value of the Change in Control Termination Benefits (without such reduction) minus ), as reduced by (1x) the amount of tax required to be paid by the Executive you thereon by pursuant to Section 4999 of the Code and further minus (2y) the product of the Change in Control Termination Benefits and the highest marginal rate of any applicable state and federal income taxtaxes, then the total Change in Control Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction in the Change in Control Termination Benefits to the extent required hereby among the Termination Benefits shall be determined by the Executive. The Corporation’s independent public accountants will determine Bank in its reasonable discretion and in a manner that is consistent with the value requirements of any reduction in the payments and benefits; the Corporation will pay for the accountants’ opinion. The Corporation may request, and the Executive has the right to demand that, a ruling from the IRS as to whether any disputed payments and benefits have adverse tax consequences. The Corporation will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation make this filing later than thirty (30) days from the date Section 409A of the accountant’s opinion referred Code until no amount or benefit payable to above. The request you will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in an “excess parachute payment” under Section 7872(f)(2) 280G of the Code. Nothing contained in All calculations and determinations under this Agreement Section 6(c) shall result in a reduction be made by an independent accounting firm or independent tax counsel appointed by the Bank (the “Tax Advisor”) whose determinations shall be conclusive and binding on the Bank and you for all purposes. The Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of any payments or benefits to which Section 280G and Section 4999 of the Executive may be entitled upon termination Code. The Bank shall bear all costs of employment other than pursuant to Sections 4 and 5 hereof, or a reduction in the payments and benefits specified, below zeroTax Advisor.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by the Executive. Notwithstanding the foregoing, the Bank shall not pay the Executive Termination Benefits in excess of three (3) times his average annual compensation (or such other amount that may be permitted by the Office of Thrift Supervision pursuant to regulation or regulatory guidance). Any payment of Termination Benefits in excess of three (3) times the Executive average annual compensation shall be made by the Corporation. The Corporation’s independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation Employer will pay for the accountants’ opinion. The Corporation Employer may request, and the Executive has the right to demand that, a ruling from the IRS as to whether any disputed payments and benefits have adverse tax consequences. The Corporation Employer will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation Employer make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation Employer and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof thereof, (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by the Executive. The Corporation’s independent public accountants or another independent firm will determine the value of any reduction in the payments and benefits; the Corporation Employer will pay for the accountants’ opinion. The Corporation may request, and If the Employer and/or the Executive has do not agree with the right accountants’ opinion, the Employer will pay to demand that, a ruling from the IRS as to whether any disputed Executive the maximum amount of payments and benefits pursuant to Section 5 of this Agreement or otherwise, as selected by the Executive, that the opinion indicates have adverse tax consequences. The Corporation will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation make this filing later than thirty (30) days from the date high probability of not causing any of the accountant’s opinion referred payments and benefits to above. The request will be non-deductible and subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in excise tax imposed under Section 7872(f)(2) 4999 of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and Section 5 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code Code, and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by the Executive. Notwithstanding the foregoing, the Bank shall not pay the Executive Termination Benefits in excess of three (3) times his average annual compensation (or such other amount that may be permitted by the Office of Thrift Supervision pursuant to regulation or regulatory guidance). Any payment of Termination Benefits in excess of three (3) times the Executive average annual compensation shall be made by the Company. The CorporationCompany’s independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation Employer will pay for the accountants’ opinion. If the Employer and/or the Executive do not agree with the accountants’ opinion, the Employer will pay to the Executive the maximum amount of payments and benefits pursuant to Sections 4 and 5 of this Agreement or otherwise, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible and subject to the excise tax imposed under Section 4999 of the Code. The Corporation Employer may also request, and the Executive has the right to demand that, a ruling from the IRS as to whether any the disputed payments and benefits have adverse such tax consequences. The Corporation Employer will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation Employer make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation Employer and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code Code, or any successor thereof (the “Termination Benefits”) ), would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by the Executive. Notwithstanding the foregoing, the Association shall not pay the Executive severance benefits under this Agreement in excess of three (3) times his average annual compensation (or such other amount that may be permitted by the Office of Thrift Supervision pursuant to regulation or regulatory guidance). The CorporationAssociation’s independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation Association will pay for the accountants’ opinion. If the Association and/or the Executive do not agree with the accountants’ opinion, the Association will pay to the Executive the maximum amount of payments and benefits pursuant to this Agreement or otherwise, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible and subject to the excise tax imposed under Section 4999 of the Code. The Corporation Association may also request, and the Executive has the right to demand that, a ruling from the IRS as to whether any the disputed payments and benefits have adverse such tax consequences. The Corporation Association will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation Association make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation Association and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(27872(0(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 this Section 5.3 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code Code, or any successor thereof (the “Termination Benefits”) ), would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by the Executive. Notwithstanding the foregoing, the Association shall not pay the Executive severance benefits under this Agreement in excess of three (3) times his average annual compensation (or such other amount that may be permitted by the Office of Thrift Supervision pursuant to regulation or regulatory guidance). The CorporationAssociation’s independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation Association will pay for the accountants’ opinion. If the Association and/or the Executive do not agree with the accountants’ opinion, the Association will pay to the Executive the maximum amount of payments and benefits pursuant to this Agreement or otherwise, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible and subject to the excise tax imposed under Section 4999 of the Code. The Corporation Association may also request, and the Executive has the right to demand that, a ruling from the IRS as to whether any the disputed payments and benefits have adverse such tax consequences. The Corporation Association will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation Association make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation Association and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(27872(1)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 this Section 5.3 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code Code, or any successor thereof (the “Termination Benefits”) ), would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by the Executive. Notwithstanding the foregoing, the Company shall not pay the Executive severance benefits under this Agreement in excess of three (3) times his average annual compensation (or such other amount that may be permitted by the Office of Thrift Supervision pursuant to regulation or regulatory guidance). The CorporationCompany’s independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation Company will pay for the accountants’ opinion. If the Company and/or the Executive do not agree with the accountants’ opinion, the Company will pay to the Executive the maximum amount of payments and benefits pursuant to this Agreement or otherwise, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible and subject to the excise tax imposed under Section 4999 of the Code. The Corporation Company may also request, and the Executive has the right to demand that, a ruling from the IRS as to whether any the disputed payments and benefits have adverse such tax consequences. The Corporation Company will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation Company make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation Company and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 this Section 5.3 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code Code, or any successor thereof (the “Termination Benefits”) ), would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by first deducted from the Executivecash payment due under Section 5.1 of this Agreement. The CorporationCompany’s independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation Company will pay for the accountants’ opinion. If the Company and/or the Executive do not agree with the accountants’ opinion, the Company will pay to the Executive the maximum amount of payments and benefits pursuant to this Agreement or otherwise, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible and subject to the excise tax imposed under Section 4999 of the Code. The Corporation Company may also request, and the Executive has the right to demand that, a ruling from the IRS as to whether any the disputed payments and benefits have adverse such tax consequences. The Corporation Company will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation Company make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation Company and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 this Section 5.3 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code Code, or any successor thereof (the “Termination Benefits”) ), would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by the Executive. Notwithstanding the foregoing, the Company shall not pay the Executive severance benefits under this Agreement in excess of three (3) times his average annual compensation (or such other amount that may be permitted pursuant to regulation or regulatory guidance). The CorporationCompany’s independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation Company will pay for the accountants’ opinion. If the Company and/or the Executive do not agree with the accountants’ opinion, the Company will pay to the Executive the maximum amount of payments and benefits pursuant to this Agreement or otherwise, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible and subject to the excise tax imposed under Section 4999 of the Code. The Corporation Company may also request, and the Executive has the right to demand that, a ruling from the IRS as to whether any the disputed payments and benefits have adverse such tax consequences. The Corporation Company will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation Company make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation Company and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 this Section 5.3 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code Code, or any successor thereof (the “Termination Benefits”) ), would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the US2008 7473109 3 Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined first deducted from the cash payment due under Section 11 of this Agreement. Notwithstanding the foregoing, if required by regulation, the Company and the Bank shall not pay the Executive severance benefits under this Agreement in excess of three (3) times his average annual compensation (or, if required, such other amount that may be permitted by the ExecutiveOffice of the Comptroller of the Currency pursuant to regulation or regulatory guidance). The CorporationCompany’s independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation Company will pay for the accountants’ opinion. If the Company, Bank and/or the Executive do not agree with the accountants’ opinion, the Company will pay to the Executive the maximum amount of payments and benefits pursuant to this Agreement or otherwise, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible and subject to the excise tax imposed under Section 4999 of the Code. The Corporation Company may also request, and the Executive has the right to demand that, a ruling from the IRS as to whether any the disputed payments and benefits have adverse such tax consequences. The Corporation Company or the Bank will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation Company or the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation Company, Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(27872(1)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 this Section 15 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code Code, or any successor thereof (the “Termination Benefits”) ), would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined first deducted from the cash payment due under Section 5.1 of this Agreement. Notwithstanding the foregoing, if required by regulation, the Association shall not pay the Executive severance benefits under this Agreement in excess of three (3) times his average annual compensation (or such other amount that may be permitted by the ExecutiveOffice of Comptroller of the Currency pursuant to regulation or regulatory guidance). The CorporationAssociation’s independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation Association will pay for the accountants’ opinion. If the Association and/or the Executive do not agree with the accountants’ opinion, the Association will pay to the Executive the maximum amount of payments and benefits pursuant to this Agreement or otherwise, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible and subject to the excise tax imposed under Section 4999 of the Code. The Corporation Association may also request, and the Executive has the right to demand that, a ruling from the IRS as to whether any the disputed payments and benefits have adverse such tax consequences. The Corporation Association will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation Association make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation Association and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(27872(0(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 this Section 5.3 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code Code, or any successor thereof (the “Termination Benefits”) ), would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined first deducted from the cash payment due under Section 11 of this Agreement. Notwithstanding the foregoing, if required by regulation, the Company and the Bank shall not pay the Executive severance benefits under this Agreement in excess of three (3) times his average annual compensation (or, if required, such other amount that may be permitted by the ExecutiveOffice of the Comptroller of the Currency pursuant to regulation or regulatory guidance). The CorporationCompany’s independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation Company will pay for the accountants’ opinion. If the Company, Bank and/or the Executive do not agree with the accountants’ opinion, the Company will pay to the Executive the maximum amount of payments and benefits pursuant to this Agreement or otherwise, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible and subject to the excise tax imposed under Section 4999 of the Code. The Corporation Company may also request, and the Executive has the right to demand that, a ruling from the IRS as to whether any the disputed payments and benefits have adverse such tax consequences. The Corporation Company or the Bank will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation Company or the Bank make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation Company, Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(27872(1)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 this Section 15 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof thereof, (the “"Termination Benefits”") would be deemed to include an “"excess parachute payment” " under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “"Non-Triggering Amount”"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “'s "base amount,” " as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by the Executive. Notwithstanding the foregoing, the Bank shall not pay the Executive Termination Benefits in excess of three (3) times his average annual compensation (or such other amount that may be permitted pursuant to applicable regulation or regulatory guidance). Any payment of Termination Benefits in excess of three (3) times the Executive average annual compensation shall be made by the Corporation. The Corporation’s 's independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation Bank will pay for the accountants’ ' opinion. If the Bank and/or the Executive do not agree with the accountants' opinion, the Bank will pay to the Executive the maximum amount of payments and benefits pursuant to Sections 4 and 5 of this Agreement or otherwise, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible and subject to the excise tax imposed under Section 4999 of the Code. The Corporation Bank may also request, and the Executive has the right to demand that, a ruling from the IRS as to whether any the disputed payments and benefits have adverse such tax consequences. The Corporation Bank will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation Bank make this filing later than thirty (30) days from the date of the accountant’s 's opinion referred to above. The request will be subject to the Executive’s 's approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the event that (x) the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code Code, or any successor thereof (the “Termination Benefits”) ), would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined first deducted from the cash payment due under Section 5.1 of this Agreement. Notwithstanding the foregoing, if required by regulation, the Association shall not pay the Executive severance benefits under this Agreement in excess of three (3) times his average annual compensation (or, if required, such other amount that may be permitted by the ExecutiveOffice of the Comptroller of the Currency pursuant to regulation or regulatory guidance). The CorporationAssociation’s independent public accountants will determine the value of any reduction in the payments and benefits; the Corporation Association will pay for the accountants’ opinion. If the Association and/or the Executive do not agree with the accountants’ opinion, the Association will pay to the Executive the maximum amount of payments and benefits pursuant to this Agreement or otherwise, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible and subject to the excise tax imposed under Section 4999 of the Code. The Corporation Association may also request, and the Executive has the right to demand that, a ruling from the IRS as to whether any the disputed payments and benefits have adverse such tax consequences. The Corporation Association will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation Association make this filing later than thirty (30) days from the date of the accountant’s opinion referred to above. The request will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation Association and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(27872(1)(2) of the Code. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 4 and 5 this Section 5.3 hereof, or a reduction in the payments and benefits specified, below zero.

Potential Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions provision of this Agreement, in the event that that: (xi) the aggregate value of the payments or and benefits to which you may be made or afforded to the Executive entitled under this Agreement or otherwiseany other agreement, which plan, program or arrangement in connection with a Change in Control that are deemed to be “parachute payments payments,” as defined in Section 280G of the Code or any successor thereof (the “Change in Control Termination Benefits”) ), would be deemed to include an “excess parachute payment” under Section 280G of the Code; and ; (yii) if such Change in Control Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar hundred dollars ($1.00100.00) less than an amount equal to three (3) times the Executive’s your “base amount,” as determined in accordance with Section 280G of the Code and Code; and (iii) the Non-Triggering Amount less as reduced by the product of the Non-Triggering Amount and the highest marginal rate of any applicable state and federal income tax and taxes, would represent ninety-five percent (95%) or more of the Non-Triggering Amount would be greater than the aggregate value of the Change in Control Termination Benefits (without such reduction) minus as reduced by (1x) the amount of tax required to be paid by the Executive you thereon by pursuant to Section 4999 of the Code and further minus (2y) the product of the Change in Control Termination Benefits and the highest marginal rate of any applicable state and federal income taxtaxes, then the total Change in Control Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction in the Change in Control Termination Benefits to the extent required hereby among the Termination Benefits shall be determined by the Executive. The Corporation’s independent public accountants will determine Company in its reasonable discretion and in a manner that is consistent with the value requirements of any reduction in the payments and benefits; the Corporation will pay for the accountants’ opinion. The Corporation may request, and the Executive has the right to demand that, a ruling from the IRS as to whether any disputed payments and benefits have adverse tax consequences. The Corporation will promptly prepare and file the request for a ruling from the IRS, but in no event will the Corporation make this filing later than thirty (30) days from the date Section 409A of the accountant’s opinion referred Code until no amount or benefit payable to above. The request you will be subject to the Executive’s approval prior to filing; the Executive shall not unreasonably withhold his approval. The Corporation and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable federal rate provided for in an “excess parachute payment” under Section 7872(f)(2) 280G of the Code. Nothing contained in All calculations and determinations under this Agreement Section 6(c) shall result in a reduction be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Advisor”) whose determinations shall be conclusive and binding on the Company and you for all purposes. The Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of any payments or benefits to which Section 280G and Section 4999 of the Executive may be entitled upon termination Code. The Company shall bear all costs of employment other than pursuant to Sections 4 and 5 hereof, or a reduction in the payments and benefits specified, below zeroTax Advisor.