Common use of Tax Computation Clause in Contracts

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any other payments or benefits received or to be received by the Executive in connection with a Change in Control of the Company or the Executive's termination of employment (whether pursuant to the terms of this Plan or any other plan, arrangement, or agreement with the Company, or with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934, including a "group" as defined in Section 13(d) therein) whose actions result in a Change in Control of the Company or any person affiliated with the Company or such persons) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel as supported by the Company's independent auditors and acceptable to the Executive, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total Payments; or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a) above); and (c) The value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the effective date of termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any other payments or benefits received or to be received by the Executive in connection with a Change in Control of the Company or the Executive's termination of employment (whether pursuant to the terms of this Plan Agreement or any other plan, arrangement, or agreement with the Company, or with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934, including a "group" as defined in Section 13(d) therein) whose actions result in a Change in Control of the Company or any person affiliated with the Company or such persons) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel as supported by the Company's independent auditors and acceptable to the Executive, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total Payments; or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a) above); and (c) The value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the effective date Effective Date of terminationTermination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any The Severance Benefits and any other payments or benefits received or to be received by the Executive in connection with a Change in Control of the Company or the Executive's ’s termination of employment (whether pursuant to the terms of this Plan Agreement or any other plan, arrangement, or agreement with the CompanyCompany and subsidiaries or affiliates, or with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934, including a "group" as defined in Section 13(d) therein) Person whose actions result in a Change in Control of the Company or any person Person affiliated with the Company or such personsPersons) shall be treated as "“parachute payments" ” within the meaning of Section 280G(b)(2) of the Code, and all "“excess parachute payments" ” within the meaning of Section 280G(b)(1280G(b)(l) shall be treated as subject to the Excise Tax, unless in the opinion of a nationally recognized tax counsel as supported selected by the Company's ’s independent auditors and reasonably acceptable to the Executive, : (i) the Severance Benefits and such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless ; (ii) such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, ; or (iii) are otherwise not subject to the Excise Tax; (b) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total Payments; or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1280G(b)( 1) (after applying clause (a) above); and (c) The value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's ’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's ’s residence on the effective date Effective Date of terminationTermination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts amount of such Excise Tax: (ai) Any other payments or benefits received or to be received by the Executive in connection with a Change in Control of the Company or the Executive's termination of employment ([whether pursuant to the terms of this Plan Contract or any other plan, arrangement, or agreement with the Company, or with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934, including a "group" as defined in Section 13(d) therein) whose actions result in a Change in Control of the Company or any person affiliated with the Company or such persons) ] shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel to the Company as supported by the Company's independent auditors and acceptable to the Executive, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (bii) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total Payments; or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (ai) above); and (ciii) The value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the effective date of termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. In determining the potential impact of the Excise Tax, the Company may rely on any advice it deems appropriate, including, but not limited to, the counsel of its independent auditors. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any other payments or benefits received or to be received by the Executive in connection with a Change in Control CIC of the Company or the Executive's termination of employment (whether pursuant to the terms of this Plan Agreement or any other plan, arrangement, or agreement with the Company, or with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934, including a "group" as defined in Section 13(d) therein) Person whose actions result in a Change in Control CIC of the Company or any person Person affiliated with the Company or such personsPersons) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel as supported by the Company's independent auditors and acceptable to the Executiveauditors, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total Payments; or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (a) above); and (c) The value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the effective date Effective Date of terminationTermination, net of the maximum reduction in federal Federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any other payments or benefits received or to be received by the Executive you in connection with a Change in Control of the Company Bank or the Executive's your termination of employment (whether pursuant to the terms of this Plan Letter Agreement or any other plan, arrangement, or agreement with the CompanyBank, or with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934Act, including a "group" as defined in Section 13(d) therein) whose actions result in a Change in Control of the Company Bank or any person affiliated with the Company Bank or such persons) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2280G(b)(1) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel as supported by the CompanyBank's independent auditors and acceptable to the Executiveyou, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3280G (b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total Payments; or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a) above); and (c) The value of any noncash benefits or any deferred payment or benefit shall be determined by the CompanyBank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive you shall be deemed to pay federal Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's your residence on the effective date of terminationthe Terminating Event, net of the maximum reduction in federal Federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any other payments or benefits received or to be received by the Executive in connection with a Change in Control of the Company or the Executive's termination of employment (whether pursuant to the terms of this Plan Agreement or any other plan, arrangement, or agreement with the Company, or with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934, including a "group" as defined in Section 13(d) therein) Person whose actions result in a Change in Control of the Company or any person Person affiliated with the Company or such personsPersons) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of a nationally recognized tax counsel as supported selected by the Company's independent auditors and reasonably acceptable to the Executive, : (i) such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless ; (ii) such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, ; or (iii) are otherwise not subject to the Excise Tax; (b) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total Payments; or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a) above); and (c) The value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the effective date Effective Date of terminationTermination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any other payments or benefits received or to be received by the Executive you in connection with a Change in Control of the Company Bank or the Executive's your termination of employment (whether pursuant to the terms of this Plan Letter Agreement or any other plan, arrangement, or agreement with the CompanyBank, or with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934Act, including a "group" as defined in Section 13(d) therein) whose actions result in a Change in Control of the Company Bank or any person affiliated with the Company Bank or such persons) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2280G(b)(1) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel as supported by the CompanyBank's independent auditors and acceptable to the Executiveyou, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total Payments; (or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a) above); and (c) The value of any noncash benefits or any deferred payment or benefit shall be determined by the CompanyBank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive you shall be deemed to pay federal Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's your residence on the effective date of termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.effective

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any other payments or benefits received or to be received by the Executive Employee in connection with a Change in Control of the Company or the Executive's termination of employment Qualifying Termination (whether pursuant to the terms of this Plan Agreement or any other plan, arrangement, or agreement with the Company, or with any person (which shall have the meaning set forth as defined in Section 3(a)(9) of the Securities Exchange Act of 1934Act, including a "group" as defined in Section 13(dSection13(d) therein) whose actions result in a Change in Control of the Company or any person affiliated with the Company or such persons) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel as supported by the Company's independent auditors and acceptable to the ExecutiveEmployee, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: : (i) the total amount of the Total Payments; or or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a) above); and (ciii) The the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive Employee shall be deemed to pay federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the ExecutiveEmployee's residence on the effective date of terminationQualifying Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax:. (a1) Any The change in control or severance benefits and any other payments or benefits received or to be received by the Executive in connection with a Change the change in Control control of the Company or the Executive's ’s termination of employment (whether pursuant to the terms of this Plan Agreement or any other plan, arrangement, or agreement with the CompanyCompany and subsidiaries or affiliates, or with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934, including a "group" as defined in Section 13(d) therein) whose actions result in a Change change in Control control of the Company or any person affiliated with the Company or such persons) shall be treated as "“parachute payments" ” within the meaning of Section 280G(b)(2) of the Code, and all "“excess parachute payments" ” within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of a nationally recognized tax counsel as supported selected by the Company's ’s independent auditors and reasonably acceptable to the Executive, : (A) the severance benefits and such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless ; (B) such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, ; or (C) are otherwise not subject to the Excise Tax; (b2) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (iA) the total amount of the Total Payments; Payments or (iiB) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying paying clause (a1) above); and (c3) The value of any noncash non-cash benefits or any deferred payment or benefit shall be determined by the Company's ’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's ’s residence on the effective date of the change in control or termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any The Severance Benefits and any other payments or benefits received or to be received by the Executive in connection with a Change in Control of the Company or the Executive's termination of employment (whether pursuant to the terms of this Plan Agreement or any other plan, arrangement, or agreement with the CompanyCompany and subsidiaries or affiliates, or with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934, including a "group" as defined in Section 13(d) therein) Person whose actions result in a Change in Control of the Company or any person Person affiliated with the Company or such personsPersons) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1280G(b)(l) shall be treated as subject to the Excise Tax, unless in the opinion of a nationally recognized tax counsel as supported selected by the Company's independent auditors and reasonably acceptable to the Executive, : (i) the Severance Benefits and such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless ; (ii) such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, ; or (iii) are otherwise not subject to the Excise Tax; (b) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total Payments; or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a) above); and (c) The value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the effective date Effective Date of terminationTermination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments Severance Benefits will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any other payments or benefits received or to be received by the Executive in connection with a Change change in Control control of the Company or the Bank or Executive's termination of employment (whether pursuant to the terms of this Plan or any other plan, arrangement, or agreement with the CompanyCompany and/or the Bank, or with any person individual, entity, or group of individuals or entities (which shall have the meaning set forth individually and collectively referred to in this Section 3(a)(9) of the Securities Exchange Act of 1934, including a 8.2 as "groupPersons" as defined in Section 13(d) therein) whose actions result in a Change change in Control control of the Company and/or Bank or any person Person affiliated with the Company Company, the Bank, or such personsPersons) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Internal Revenue Code, and all "excess parachute payments" within the meaning of Code Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel as supported selected by the Company's and Bank's independent auditors and acceptable to the Executive, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered 73 within the meaning of Code Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Taxexcise tax; (b) The amount of the Total Payments Severance Benefits which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total PaymentsSeverance Benefits; or (ii) the amount of excess parachute payments within the meaning of Code Section 280G(b)(1) of the Code (after applying clause (a) above); and (c) The value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's and the Bank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The base amount shall be determined by the Bank's independent auditors in accordance with the principles of sections 280G(d)(3) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the effective date of terminationemployment, net of the maximum reduction in federal Federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments Severance Benefits will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any other payments or benefits received or to be received by the Executive in connection with a Change change in Control control of the Company Bank or the Executive's termination of employment (whether pursuant to the terms of this Plan or any other plan, arrangement, or agreement with the CompanyBank, or with any person individual, entity, or group of individuals or entities (which shall have the meaning set forth individually and collectively referred to in Section 3(a)(9) of the Securities Exchange Act of 1934, including a this Sec. 8.2 as "group" as defined in Section 13(d) thereinPersons") whose actions result in a Change change in Control control of the Company Bank or any person Person affiliated with the Company Bank or such personsPersons) shall be treated as "parachute payments" within the meaning of Section Sec. 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section Sec. 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel as supported selected by the CompanyBank's independent auditors and acceptable to the Executive, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section Sec. 280G(b)(4) of the Code in excess of the base amount within the meaning of Section Sec. 280G(b)(3) of the Code, or are otherwise not subject to the Excise Taxexcise tax; (b) The amount of the Total Payments Severance Benefits which shall be treated as subject to the Excise Tax shall be equal to the lesser of: of (i) the total amount of the Total PaymentsSeverance Benefits; or (ii) the amount of excess parachute payments within the meaning of Section Sec. 280G(b)(1) of the Code (after applying clause after (a1) above)of the Code; and (c) The value of any noncash benefits or any deferred payment or benefit shall be determined by the CompanyBank's independent auditors in accordance with the, principles of Sec. 280G(d)(3) and (4) of the Code. The base amount shall be determined by the Bank's independent auditors in accordance with the principles of Sections Sec. 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Payment the Executive shall be deemed to pay federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the the. state and locality of the Executive's residence on the effective date of termination, employment net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any other payments or benefits received or to be received by the Executive you in connection with a Change in Control of the Company Bank or the Executive's your termination of employment (whether pursuant to the terms of this Plan Letter Agreement or any other plan, arrangement, or agreement with the CompanyBank, or with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934Act, including a "group" as defined in Section 13(d) therein) whose actions result in a Change in Control of the Company Bank or any person affiliated with the Company Bank or such persons) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2280G(b)(1) of the Code, and all "excess Albexx X. Xxxxxxxxxx Xxxy 20, 1999 Page 9 parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel as supported by the CompanyBank's independent auditors and acceptable to the Executiveyou, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total Payments; (or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a) above); and (c) The value of any noncash benefits or any deferred payment or benefit shall be determined by the CompanyBank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive you shall be deemed to pay federal Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's your residence on the effective date of terminationthe Terminating Event, net of the maximum reduction in federal Federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any other payments or benefits received or to be received by the Executive in connection with a Change in Control of the Company or the Executive's termination of employment (whether pursuant to the terms of this Plan Agreement or any other plan, arrangement, or agreement with the Company, or with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934, including a "group" as defined in Section 13(d) therein) whose actions result in a Change in Control of the Company or any person affiliated with the Company or such persons) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel as supported by the Company's independent auditors and acceptable to the Executive, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total Payments; or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a) above); and (c) The value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state sate and locality of the Executive's residence on the effective date of termination, net of the maximum reduction in federal Federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any other payments or benefits received or to be received by the Executive in connection with a Change in Control of the Company or the Executive's ’s termination of employment (whether pursuant to the terms of this Plan Agreement or any other plan, arrangement, or agreement with the Company, or with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934, including a "“group" ” as defined in Section 13(d) therein) whose actions result in a Change in Control of the Company or any person affiliated with the Company or such persons) shall be treated as "“parachute payments" ” within the meaning of Section 280G(b)(2) of the Code, and all "“excess parachute payments" ” within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel as supported by the Company's ’s independent auditors and acceptable to the Executive, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Total Payments; or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a) above); and (c) The value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's ’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's ’s residence on the effective date of termination, net of the maximum reduction in federal Federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (ai) Any other payments or benefits received or to be received by the Executive Employee in connection with a Change in Control of the Company Employer or the ExecutiveEmployee's termination of employment (whether pursuant to the terms of this Plan Agreement or any other plan, arrangement, or agreement with the CompanyEmployer, or with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934, including a "group" as defined in Section 13(d) therein) Person whose actions result in a Change in Control of the Company Employer or any person Person affiliated with the Company Employer or such personsPersons) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Taxexcise tax, unless in the opinion of tax counsel as supported selected by the CompanyEmployer's independent auditors and acceptable to the ExecutiveEmployee, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (bii) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i1) the total amount of the Total Payments; or (ii2) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (ai) above); and (ciii) The value of any noncash benefits or any deferred payment or benefit shall be determined by the CompanyEmployer's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. "For purposes of determining the amount of the Gross-Up Payment, the Executive Employee shall be deemed to pay federal Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Gross- Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the ExecutiveEmployee's residence on the effective date Effective Date of terminationTermination, net of the maximum reduction in federal Federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any other payments or benefits received or to be received by the Executive Employee in connection with a Change in Control of the Company or the Executive's termination of employment Qualifying Termination (whether pursuant to the terms of this Plan Agreement or any other plan, arrangement, or agreement with the Company, or with any person (which shall have the meaning set forth as defined in Section 3(a)(9) of the Securities Exchange Act of 1934Act, including a "group" as defined in Section 13(dSection13(d) therein) whose actions result in a Change in Control of the Company or any person affiliated with the Company or such persons) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel as supported by the Company's independent auditors and acceptable to the ExecutiveEmployee, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: : (i) the total amount of the Total Payments; or or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a) above); and (ciii) The value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive Employee shall be deemed to pay federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the ExecutiveEmployee's residence on the effective date of terminationQualifying Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

Tax Computation. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (a) Any The Severance Benefits and any other payments or benefits received or to be received by the Executive in connection with a Change in Control of the Company or the Executive's termination of employment (whether pursuant to the terms of this Plan Agreement or any other plan, arrangement, or agreement with the CompanyCompany and subsidiaries or affiliates, or with any person (which shall have the meaning set forth in Section 3(a)(9) of the Securities Exchange Act of 1934, including a "group" as defined in Section 13(d) therein) Person whose actions result in a Change in Control of the Company or any person Person affiliated with the Company or such personsPersons) shall be treated as "parachute payments" within within, the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1280G(b)(l) shall be treated as subject to the Excise Tax, unless in the opinion of a nationally recognized tax counsel as supported selected by the Company's independent auditors and reasonably acceptable to the Executive, : (i) the Severance Benefits and such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless ; (ii) such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, ; or (iii) are otherwise not subject to the Excise Tax; (b) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of: of (i) the total amount of the Total Payments; or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a) above); and (c) The value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the effective date Effective Date of terminationTermination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.