Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. (a) This Section 23 shall apply if a change "in the ownership or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a change "in Notwithstanding anything to the ownership contrary herein (or effective control" of any other agreement entered into by and between Executive and the Company or "any incentive arrangement or plan offered by the Company), in the ownership of a substantial portion of the assets" of event that any amount or benefit paid or distributed to Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to Executive by the Company occurs within or any of its subsidiaries (collectively, the meaning of section “Covered Payments”), would constitute an “excess parachute payment” as defined in Section 280G of the Code. If this Section 23 applies, then with respect and would thereby subject Executive to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the CompanyExcise Tax, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application provisions of this Section 23. Any payment under this Section 23 6.12 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executiveapply. (b) Notwithstanding anything in If the aggregate present value (as determined for purposes of Section 280G of the Code) of the Covered Payments exceeds the amount which can be paid to Executive without Executive incurring an Excise Tax, but is less than 125% of such amount, then the amounts payable to Executive under this Section 23 Agreement (or any other agreement by and between Executive and the Company or pursuant to any incentive arrangement or plan offered by the contraryCompany) may, in the event that the Executive's liability for the excise tax under section 4999 discretion of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a), the Executive or the Company, be reduced (but not below zero) to the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax (such reduced payments to be referred to as the case may be“Payment Cap”). In the event Executive receives reduced payments and benefits as a result of application of this Section 6.12, Executive shall pay have the right to designate which of the payments and benefits otherwise set forth herein (or any other party at agreement between Executive and the time that Company or any incentive arrangement or plan offered by the Company) will be received in connection with the application of the Payment Cap. (c) If the aggregate present value of all Covered Payments is equal to or exceeds 125% of the amount of such excise tax is finally determinedwhich can be paid to Executive without Executive incurring an Excise Tax, Executive shall be entitled to receive an appropriate amount, plus interest, additional amount (the “Tax Reimbursement Payment”) such that the payment made under net amount retained by Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any federal, state and local income tax and Excise Tax on the Tax Reimbursement Payment provided for by this Section 23(a)6.12, when increased by but before deduction for any federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the payment made Covered Payments. Such additional amount may be paid by the Company directly to the applicable taxing authority. (d) Immediately upon a Change in Control, the Company shall notify Executive under of any modification or reduction as a result of the application of this Section 23(b6.12. In the event Executive and the Company disagree as to the application of this Section 6.12, the Company shall select a law firm or accounting firm from among those regularly consulted (during the twelve-month period immediately prior to the Change in Control that resulted in the characterization of the Covered Payments as parachute payments) by the Company, and such law firm or when reduced by accounting firm shall determine, at the Company’s expense, the amount to which Executive shall be entitled hereunder (and pursuant to any other agreements, incentive arrangements or plans), taking into consideration the application of the payment made to the Company under this Section 23(b) by the Executive6.12, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) and such determination shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the final and binding upon Executive under this Section 23, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by and the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Subject to the provisions of Section 28 hereof, this Section 23 shall apply if a change "in the ownership or effective control" of the Company Bank or "in the ownership of a substantial portion of the assets" of the Company Bank occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the CompanyBank, the Bank Company or any direct or indirect subsidiary or affiliate of the Company Bank to (or for the benefit of) the Executive, the Company Bank shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the CompanyBank, the Bank Company or any direct or indirect subsidiary or affiliate of the Company Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a), the Executive or the CompanyBank, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a), when increased by the amount of the payment made to the Executive under this Section 23(b) by the CompanyBank, or when reduced by the amount of the payment made to the Company Bank under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23, the Executive shall furnish to the Company Bank a copy of each tax return which reflects a liability for an excise tax payment made by the CompanyBank, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a at the relevant date and during the six-month period ending on the relevant date, the Bank was in compliance with all applicable minimum capital requirements imposed upon the Bank by federal or state regulatory authorities, taking into account any phase-in period, grandfather rights or similar provisions that are applicable to the Bank. For purposes of the preceding sentence, the term "relevant date" shall mean the day before the date on which the change "in the ownership or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section Section 280G of the Code. If this Section 23 applies, then with respect to if, for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section Section 4999 of the Code Code, with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- --------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section Section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section Section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a change "in the ownership or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he she would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Subject to the provisions of Section 28 hereof, this Section 23 shall apply if a change "in the ownership or effective control" of the Company Bank or "in the ownership of a substantial portion of the assets" of the Company Bank occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the CompanyBank, the Bank Company or any direct or indirect subsidiary or affiliate of the Company Bank to (or for the benefit of) the Executive, the Company Bank shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he she would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the CompanyBank, the Bank Company or any direct or indirect subsidiary or affiliate of the Company Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a), the Executive or the CompanyBank, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a), when increased by the amount of the payment made to the Executive under this Section 23(b) by the CompanyBank, or when reduced by the amount of the payment made to the Company Bank under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23, the Executive shall furnish to the Company Bank a copy of each tax return which reflects a liability for an excise tax payment made by the CompanyBank, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or the Bank or "in the ownership of a substantial portion of the assets" of the Company occurs or the Bank within the meaning of section 280G of the Code. If this Section 23 section 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 section 12 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(asection 12(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 12(a), when increased by the amount of the payment made to the Executive under this Section 23(bsection 12(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(bsection 12(b) by the Executive, equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 12(a). The interest paid under this Section 23(bsection 12(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 12, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a change "Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the ownership event it shall be determined that any payment, benefit, vesting or effective control" distribution to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 8) (each, a “Payment”) would be subject to the excise tax (“Excise Tax”) imposed by Section 4999 of the Company Code or "any interest or penalties are incurred by Executive with respect to such Excise Tax with respect to a “change in the ownership of a substantial portion of the assets" of the Company occurs control event” within the meaning of section Section 280G of the Code that occurs on or before the one-year anniversary of the end of the Employment Term, then Executive shall be entitled to receive from the Company a payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. For purposes of calculating the Gross-Up Payment, Executive shall be deemed to pay income taxes at the highest applicable marginal rate of federal, state or local income taxation for the calendar year in which the Gross-Up Payment is to be made. (b) Subject to the provisions of Section 8(c), all determinations required to be made under this Section 8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by one of the four (4) largest national accounting firms reasonably acceptable to the Company (the “Accounting Firm”) in accordance with the principles of §280G of the Code. If For purposes of making the calculations required by this Section 23 applies8, then with respect the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the code, and other applicable legal authority. The Accounting Firm shall provide detailed supporting calculations both to any taxable year in which the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be liable borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to Executive within five days of the later of (i) the due date for the payment of an excise tax under section any Excise Tax, and (ii) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code with respect to any payment in at the nature time of compensation the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the CompanyCompany should have been made (“Underpayment”) or that Gross-Up Payments which have been made by the Company should not have been made (“Overpayment”), consistent with the calculations required to be made hereunder. In the event that the Accounting Firm subsequently determines that there has been an Underpayment or the Company exhausts its remedies pursuant to Section 8(c) and Executive thereafter is required to make a payment of any Excise Tax, the Bank or Accounting Firm shall determine the amount of the Underpayment that has occurred and any direct or indirect subsidiary or affiliate of such Underpayment shall be promptly paid by the Company to (or for the benefit ofof Executive. In the event that the Accounting Firm subsequently determines that there has been an Overpayment or the amount of the Excise Tax becomes the subject of a Final Determination, the Accounting Firm shall determine the amount of any Overpayment that has occurred and Executive shall pay the amount of such Overpayment to the Company, provided that Executive has not paid such amounts to the Internal Revenue Service in which case Executive shall take reasonable actions with the assistance of the Company (and at the Company’s expense) to secure a refund of such Overpayment from the ExecutiveInternal Revenue Service, which refund, when received, shall be paid over to the Company. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive an amount equal to X determined under pay such claim and sue for a refund, the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = Company shall advance the amount with respect of such payment to which such excise tax is assessedExecutive, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the on an interest-free basis and shall indemnify and hold Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductionsharmless, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-from any Excise Tax or income tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment in the nature of compensation that is made to (or taxes for the benefit of) taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 Company’s control of the Code will be assessed, the payment determined under this Section 23(a) contest shall be made limited to the issues with respect to which a Gross-Up Payment would be payable hereunder and Executive on the earlier of (i) the date the Company, the Bank shall be entitled to settle or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a), the Executive or the Companycontest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 8(c), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 8(c)) promptly pay to the other party at the time that Company the amount of such excise tax is finally determinedrefund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an appropriate amount, plus interest, such that amount advanced by the payment made under Company pursuant to Section 23(a8(c), when increased by a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of the payment made such advance shall offset, to the Executive under this Section 23(b) by the Companyextent thereof, or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is Gross-Up Payment required to be filed paid. (e) For the purposes of this Section 8, any reference to Executive shall be deemed to include Executive’s surviving spouse, estate and/or beneficiaries with respect to payments or adjustments provided by this Section 8. (f) Any Gross-Up Payment or amount of Underpayment payable hereunder will be paid at the Internal Revenue Servicetime provided in this Section 8, but in any event no later than the end of the calendar year next following the calendar year in which Executive remits the related taxes.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or the Bank or "in the ownership of a substantial portion of the assets" of the Company occurs or the Bank within the meaning of section 280G of the Code. If this Section 23 section 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- X = ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 section 12 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(asection 12(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 12(a), when increased by the amount of the payment made to the Executive under this Section 23(bsection 12(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(bsection 12(b) by the Executive, equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 12(a). The interest paid under this Section 23(bsection 12(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 12, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.made

Tax Indemnification. (a) This Section 23 shall apply if a change "in If the ownership payments and benefits pursuant to this Agreement, either alone or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then together with respect to any taxable year in other payments and benefits which the Executive shall be liable for has the payment of an excise tax under section 4999 right to receive from the Employer and their subsidiaries, would constitute a “parachute payment” as defined in Section 280G(b)(2) of the Code with respect to any payment in (the nature of compensation made by the Company“Initial Parachute Payment”), the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, then the Company shall pay to the Executive an Executive, at the time such payments or benefits are paid and subject to applicable withholding requirements, a lump sum cash amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [sum of the following: (FI x i) twenty (1 - SLI)20) + SLI + E + M] where E = percent (or such other percentage equal to the tax rate at which the excise tax is assessed under section imposed by Section 4999 of the Code; P = ) of the amount by which the Initial Parachute Payment exceeds the Executive’s “base amount” from the Employer and their subsidiaries (including their predecessors), as defined in Section 280G (b)(3) of the Code, with respect the difference between the Initial Parachute Payment and the Executive’s base amount being hereinafter referred to which as the “Initial Excess Parachute Payment”; and (ii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (i) above and on any payments under this clause (ii). In computing such tax allowance, the payment to be made under clause (i) above shall be multiplied by the “gross up percentage” (“GUP”). The GUP shall be determined as follows: Tax Rate GUP = 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate (including Social Security and Medicare taxes), including any applicable excise tax is assessedrate, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under in the Code for the taxable year in question which the payment under clause (taking into account any i) above is made, and shall also reflect the phase-out or loss of deductions, personal exemptions deductions and other similar adjustments); SLI = the sum ability to deduct certain of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executivetaxes. (b) Notwithstanding anything the foregoing, if it shall subsequently be determined in this Section 23 a final judicial determination or a final administrative settlement to which the contrary, in the event Executive is a party that the Executive's liability for the excise tax under section 4999 actual excess parachute payment as defined in Section 280G(b)(1) of the Code for a taxable year (before giving effect to the payments under Sections 12(a)(i) and (ii) above) is subsequently determined different from the Initial Excess Parachute Payment (such different amount being hereafter referred to be different than as the “Determinative Excess Parachute Payment”), then the Company’s independent tax counsel or accountants shall determine the amount determined by (the formula (X + P“Adjustment Amount”) x E, where X, P and E have the meanings provided in Section 23(a), which either the Executive must pay to the Company or the Company must pay to the Executive in order to put the Executive (or the Company, as the case may be) in the same position the Executive (or the Company, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been so determined, the Company shall pay the Adjustment Amount to the other party at Executive or the time Executive shall repay the Adjustment Amount to the Company, as the case may be. (c) In each calendar year that the amount Executive receives payments of benefits that constitute a parachute payment, the Executive shall report on his state and federal income tax returns such excise information as is consistent with the determination made by the independent tax is finally determinedcounsel or accountants of the Company as described above. The Company shall indemnify and hold the Executive harmless from any and all losses, an appropriate amountcosts and expenses (including without limitation, plus reasonable attorneys’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Company to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 12 is being reviewed or is in dispute. The Company shall assume control at its expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section 12) and the Executive shall cooperate fully with the Company in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Company may have in connection therewith without the prior consent of the Company. (d) The Executive hereby agrees with the Employer and any successor thereto to in good faith consider and take steps commonly used to minimize or eliminate any tax liability or costs that would otherwise be created by the tax indemnification provisions set forth in Section 12 of this Agreement if requested to do so by the Employer or any successor thereto; provided, however, that the payment made under Section 23(a)foregoing language shall neither require the Executive to take or not take any specific action in furtherance thereof nor contravene, when increased by the amount of the payment made limit or remove any right or privilege provided to the Executive under this Section 23(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue ServiceAgreement.

Tax Indemnification. Subject to Section 10.2 below, the Company shall indemnify and hold harmless each Series Seed-A Investor, Series Seed-B Investor and Series Seed-C Investor (aeach, an “Indemnified Investor”) This Section 23 shall apply if a change "from and against any additional tax (“Additional Tax”), levied on such Indemnified Investor by the relevant PRC tax authorities in the ownership connection with such Indemnified Investor’s sale of all or effective control" part of its respective Preferred Shares or any other shares of the Company or "converted therefrom (“Sold Shares”) that is considered by relevant PRC tax authorities as a kind of indirectly sale of the equity interest of the PRC Subsidiaries under the Circular of the State Administration of Taxation on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-Resident Enterprises (the “Circular 7”), which Additional Tax was the result of the tax base for such sale of Sold Shares determined by the relevant PRC tax authorities being less than such Indemnified Investor’s applicable Deemed Investment Amount (as defined below) of such Sold Shares due to the restructuring steps as set forth in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made Restructuring Plan approved by the Companyshareholders and the board of directors of Jimu Holdings Limited on December 1, 2017. For the avoidance of doubt, the Bank or any direct or indirect subsidiary or affiliate aggregate amount of such tax indemnification liabilities of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount any Indemnified Investor with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum sale of the highest effective marginal rates Sold Shares shall not exceed the amount determined as set forth below: The maximum amount of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate such liabilities of the Company is required to withhold any Indemnified Investor with respect to the sale of the Sold Shares = (the applicable Deemed Investment Amount of such tax, or (ii) the date Indemnified Investor with respect to such Sold Shares - the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 to the contrary, in the event that the Executive's liability base for the excise tax under section 4999 sale of the Code for a taxable year is subsequently determined to be different than the amount Sold Shares determined by the formula (X + Prelevant PRC tax authorities) x E, where X, P and E have * the meanings provided in Section 23(a)applicable tax rate For the purpose of this Agreement, the Executive or the Company, as the case may be, shall pay applicable “Deemed Investment Amount” for any Indemnified Investor with respect to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a), when increased by the amount sale of the payment made to Sold Shares means the Executive under this Section 23(bproduct obtained by multiplying the number of the Sold Shares (calculated respectively for each class or series of the Sold Shares) by the Company, or when reduced by applicable Preferred Share Deemed Issue Price (as defined in the amount of the payment made to the Company under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(BRestated Articles) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue ServiceSold Shares.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive’s employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveAdditional Termination Entitlements, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the “Tax Indemnity Payment”). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where where: E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 16; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the “Tax Advisor”) and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a “280G Change of Control”); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are “parachute payments” within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to the Executive’s termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by the Executive, unless, prior to such date, the Company delivers to the Executive the written opinion, in form and substance reasonably satisfactory to the Executive, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to the Executive, to the effect that the Executive has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the “Opinion Letter”). If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's ’s liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a)Tax Indemnity Payment is made, the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 16(b), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Companysection 16(c), or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executivesection 16(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 16(a). The interest paid to the Company under this Section 23(bsection 16(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to the Executive shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 16, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company any right to control or otherwise participate in any action, suit or proceeding to which the Executive is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (aA) This Upon the exercise of any option to purchase Shares subject to the Escrow Agreement, the Company agrees to pay to Odzer an amount equal to the additional federal, state and local taxes to which Odzer will be subject if the income recognized by Odzer upon the exercise of an option to purchase any Shares subject to the Escrow Agreement (or any additional shares which become subject to the Escrow Agreement pursuant to the provisions of Section 23 shall apply if a change "in the ownership or effective control" 9 of the Company or Form Option Agreement) is taxable to Odzer at a rate higher than the rate that would have been applicable if the gain had been characterized as and taxable as a "in the ownership of a substantial portion capital gain" and not as "ordinary income". The amount of the assets" payment which Odzer will be entitled to receive from the Company and which the Company will be obligated to pay Odzer pursuant to this Section 1.(A) upon each exercise of an option to purchase Shares will be equal to the product of the Company occurs within (i) amount of income recognized or to be recognized by Odzer upon each exercise of an option to purchase Shares (ii) multiplied by the meaning difference between the maximum statutory rate of section 280G tax to which Odzer is or would be subject on ordinary income and the maximum statutory rate of tax to which Odzer is or would be subject on capital gains for the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable option is exercised (determined separately for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Companyeach federal, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out income tax to which Odzer is or loss of deductionsmay become subject). In addition, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A extent that a payment or right to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as 1 is included or subject to fully indemnify the Executive on an after-inclusion in Odzer's income for income tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessedpurposes, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a), when increased by the amount of the payment made shall be "grossed" up for the payment of the income tax payable in respect of the payment and in respect of the gross up so that the benefit to the Executive Odzer of all payments to which he is entitled under this Section 23(b) by the Company, or when reduced by the 1 shall be on an "after tax" basis. The amount of the payment made to which Odzer will be entitled for the Company under this Section 23(bindemnification and "gross up" to compensate Odzer for the differential between the capital gains and ordinary income tax rates will be calculated as follows: - 1) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.where,

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "benefits described in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive9(b), the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- -------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 13; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to the Executive's termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive on the earlier of (i1) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or ; (ii2) the date the tax is required to be paid by the Executive, unless, prior to such date, the Company delivers to the Executive the written opinion, in form and substance reasonably satisfactory to the Executive, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to the Executive, to the effect that the Executive has a reasonable basis on which to conclude that (i) no 280G Change of Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the "Opinion Letter"); or (3) within 2 1/2 months following the end of the taxable year of the Executive, Bank or the Company, whichever is longer, in which the termination event occurs. If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a)Tax Indemnity Payment is made, the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, consistent with the time limitations specified in Section 13(b), an appropriate amount, plus interest, such that the payment made under Section 23(asection 13(b), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Companysection 13(c), or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executivesection 13(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(athis section 13(c). The interest paid to the Company under this Section 23(bsection 13(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to the Executive shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 13, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 twenty (20) days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company any right to control or otherwise participate in any action, suit or proceeding to which the Executive is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (a) This Section 23 section 16 shall apply if the Executive’s employment is terminated upon or following (i) a Change of Control (as defined in section 15 of this Agreement); or (ii) a change "“in the ownership or effective control" ” of the Company or "the Bank or “in the ownership of a substantial portion of the assets" ” of the Company occurs or the Bank within the meaning of section Section 280G of the Code. If this Section 23 section 16 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section Section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] X where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 16; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section Section 4999 of the Code will be assessed, the payment determined under this Section 23(a16(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive; or (iii) within 2 1/2 months following the end of the taxable year of the Executive or the Company, whichever is longer, in which the termination event occurs. (b) Notwithstanding anything in this Section 23 section 16 to the contrary, in the event that the Executive's ’s liability for the excise tax under section Section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(asection 16(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, consistent with the time limitations specified in section 16(a), an appropriate amount, plus interest, such that the payment made under Section 23(asection 16(a), when increased by the amount of the payment made to the Executive under this Section 23(bsection 16(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(bsection 16(b) by the Executive, equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 16(a). The interest paid under this Section 23(bsection 16(b) shall be determined at the rate provided under section Section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 16, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 twenty (20) days before the date on which such return is required to be filed with the Internal Revenue Service. (c) The Executive, the Company and the Bank agree that the termination benefits described in this section 16 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals.

Tax Indemnification. (a) This Section 23 shall apply if a change "in If the ownership payments and benefits pursuant to this Agreement, either alone or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then together with respect to any taxable year in other payments and benefits which the Executive shall be liable for has the payment of an excise tax under section 4999 right to receive from the Employer and their subsidiaries, would constitute a “parachute payment” as defined in Section 280G(b)(2) of the Code with respect to any payment in (the nature of compensation made by the Company“Initial Parachute Payment”), the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, then the Company shall pay to the Executive an Executive, at the time such payments or benefits are paid and subject to applicable withholding requirements, a lump sum cash amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [sum of the following: (FI x i) twenty (1 - SLI)20) + SLI + E + M] where E = percent (or such other percentage equal to the tax rate at which the excise tax is assessed under section imposed by Section 4999 of the Code; P = ) of the amount by which the Initial Parachute Payment exceeds the Executive’s “base amount” from the Employer and their subsidiaries (including their predecessors), as defined in Section 280G (b)(3) of the Code, with respect the difference between the Initial Parachute Payment and the Executive’s base amount being hereinafter referred to which as the “Initial Excess Parachute Payment”; and (ii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (i) above and on any payments under this clause (ii). In computing such tax allowance, the payment to be made under clause (i) above shall be multiplied by the “gross up percentage” (“GUP”). The GUP shall be determined as follows: Tax Rate GUP = 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate (including Social Security and Medicare taxes), including any applicable excise tax is assessedrate, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under in the Code for the taxable year in question which the payment under clause (taking into account any i) above is made, and shall also reflect the phase-out or loss of deductions, personal exemptions deductions and other similar adjustments); SLI = the sum ability to deduct certain of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executivetaxes. (b) Notwithstanding anything the foregoing, if it shall subsequently be determined in this Section 23 a final judicial determination or a final administrative settlement to which the contrary, in the event Executive is a party that the Executive's liability for the excise tax under section 4999 actual excess parachute payment as defined in Section 280G(b)(1) of the Code for a taxable year (before giving effect to the payments under Sections 12(a)(i) and (ii) above) is subsequently determined different from the Initial Excess Parachute Payment (such different amount being hereafter referred to be different than as the “Determinative Excess Parachute Payment”), then the Company’s independent tax counsel or accountants shall determine the amount determined by (the formula (X + P“Adjustment Amount”) x E, where X, P and E have the meanings provided in Section 23(a), which either the Executive must pay to the Company or the Company must pay to the Executive in order to put the Executive (or the Company, as the case may be) in the same position the Executive (or the Company, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been so determined, the Company shall pay the Adjustment Amount to the other party at Executive or the time Executive shall repay the Adjustment Amount to the Company, as the case may be. (c) In each calendar year that the amount Executive receives payments of benefits that constitute a parachute payment, the Executive shall report on her state and federal income tax returns such excise information as is consistent with the determination made by the independent tax is finally determinedcounsel or accountants of the Company as described above. The Company shall indemnify and hold the Executive harmless from any and all losses, an appropriate amountcosts and expenses (including without limitation, plus reasonable attorneys’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Company to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 12 is being reviewed or is in dispute. The Company shall assume control at its expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section 12) and the Executive shall cooperate fully with the Company in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Company may have in connection therewith without the prior consent of the Company. (d) The Executive hereby agrees with the Employer and any successor thereto to in good faith consider and take steps commonly used to minimize or eliminate any tax liability or costs that would otherwise be created by the tax indemnification provisions set forth in Section 12 of this Agreement if requested to do so by the Employer or any successor thereto; provided, however, that the payment made under Section 23(a)foregoing language shall neither require the Executive to take or not take any specific action in furtherance thereof nor contravene, when increased by the amount of the payment made limit or remove any right or privilege provided to the Executive under this Section 23(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue ServiceAgreement.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive’s employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveAdditional Termination Entitlements, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the “Tax Indemnity Payment”). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where where: E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 16; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the “Tax Advisor”) and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a “280G Change of Control”); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are “parachute payments” within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to the Executive’s termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by the Executive, unless, prior to such date, the Company delivers to the Executive the written opinion, in form and substance reasonably satisfactory to the Executive, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to the Executive, to the effect that the Executive has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the “Opinion Letter”). If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's ’s liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a)Tax Indemnity Payment is made, the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 16(b), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Companysection 16(c), or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executivesection 16(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 16(a). The interest paid to the Company under this Section 23(bsection 16(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to the Executive shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 16, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company any right to control or otherwise participate in any action, suit or proceeding to which the Executive is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code. Any payment pursuant to this section 16(c) shall be made promptly following the relevant subsequent determination, and shall in any case be made no later than the last day of the calendar year following the calendar year in which any additional taxes for which the Tax Indemnity Payment is to be made are remitted to the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change in Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or the Bank or "in the ownership of a substantial portion of the assets" of the Company occurs or the Bank within the meaning of section 280G of the Code. If this Section 23 section 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank Company or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- X= ---------------------------------------------- 1 - [(FI x (1 - 1-SLI)) + SLI + E + M] where E = E= the rate at which the excise tax is assessed under section 4999 of the Code; P = P= the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = FI= the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = SLI= the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = M= the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any The Company will guarantee the payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposedtax indemnification provided pursuant to section 12(a) of the Executive's employment agreement with the Bank. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, the Executive's employment agreement with the Bank, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(asection 12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 section 12 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(asection 12(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 12(a), when increased by the amount of the payment made to the Executive under this Section 23(bsection 12(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(bsection 12(b) by the Executive, equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 12(a). The interest paid under this Section 23(bsection 12(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 12, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveAdditional Termination Entitlements, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- ----------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 16; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = SLI= the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to the Executive's termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by the Executive, unless, prior to such date, the Company delivers to the Executive the written opinion, in form and substance reasonably satisfactory to the Executive, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to the Executive, to the effect that the Executive has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the "Opinion Letter"). If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a)Tax Indemnity Payment is made, the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 17(b), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Companysection 17(c), or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executivesection 17(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(athis section 17(c). The interest paid to the Company under this Section 23(bsection 17(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to the Executive shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 17, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company any right to control or otherwise participate in any action, suit or proceeding to which the Executive is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (a) This Section 23 shall apply if a change "in the ownership or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to for any taxable year in which the Executive year, Officer shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank to (or for the benefit of) Officer, it shall be the Executive, sole obligation and responsibility of the Company shall to pay to the Executive Officer an amount equal to X X, determined under the following formula: X = E x P ------------------------------------------------- ---------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 13; FI = the highest effective marginal rate of income tax applicable to the Executive Officer under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive Officer under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive Officer under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive Officer under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(asection 13(a) shall be made to the Executive Officer on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the ExecutiveOfficer. (b) Notwithstanding anything in this Section 23 section 13 to the contrary, in the event that the ExecutiveOfficer's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(asection 13(a), the Executive Officer or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 13(a), when increased by the amount of the payment made to the Executive Officer under this Section 23(bsection 13(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(bsection 13(b) by the ExecutiveOfficer, equals the amount that, it is finally determined, that should have properly been paid to the Executive Officer under Section 23(asection 13(a). The interest paid under this Section 23(bsection 13(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive Officer under this Section 23section 13, the Executive Officer shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive’s employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "“in the ownership or effective control" ” of the Company Bank or "“in the ownership of a substantial portion of the assets" ” of the Company occurs Bank within the meaning of section 280G of the Code. If this Section 23 section 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company Bank to (or for the benefit of) the Executive, the Company Bank shall pay to the Executive an amount equal to X determined under the following formula: X = X= E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = E= the rate at which the excise tax is assessed assessed, under section 4999 of the Code; P = P= the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = FI= the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = SLI= the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = M= the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 section 12 to the contrary, in the event that the Executive's ’s liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(asection 12(a), the Executive or the CompanyBank, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 12(a), when increased by the amount of the payment made to the Executive under this Section 23(bsection 12(b) by the CompanyBank, or when reduced by the amount of the payment made to the Company Bank under this Section 23(bsection 12(b) by the Executive, equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 12(a). The interest paid under this Section 23(bsection 12(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 12, the Executive shall furnish to the Company Bank a copy of each tax return which reflects a liability for an excise tax payment made by the CompanyBank, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Any payment pursuant to this Section12(b) shall in any case be made no later than the last day of the calendar year following the calendar year in which any additional taxes for which the payment contemplated by 12(a) is to be made are remitted to the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveSeverance Benefits, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Internal Revenue Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- -------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Internal Revenue Code ("Code"); P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 7.1; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to the Executive's termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive on the earlier of (i) the date the Company, the Bank Company or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, tax or (ii) the date the tax is required to be paid by the Executive, unless, prior to such date, the Company delivers to the Executive the written opinion, in form and substance reasonably satisfactory to the Executive, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to the Executive, to the effect that the Executive has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the "Opinion Letter"). If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a)Tax Indemnity Payment is made, the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 7.1(b), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Companysection 7.1(c), or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executivesection 7.1(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 7.1(a). The interest paid to the Company under this Section 23(bsection 7.1(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to the Executive shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 7.1, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company any right to control or otherwise participate in any action, suit or proceeding to which the Executive is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (a) This Section 23 14 shall apply if Xx. Xxxxx' employment is terminated upon or following (i) a Change of Control (as defined in Section 13 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or the Bank or "in the ownership of a substantial portion of the assets" of the Company occurs or the Bank within the meaning of section Section 280G of the Code. If this Section 23 14 applies, then with respect to then, if for any taxable year in which the Executive year, Xx. Xxxxx shall be liable for the payment of an excise tax under section Section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank to (or for the benefit of) the ExecutiveXx. Xxxxx, the Company or the Bank shall pay to the Executive Xx. Xxxxx an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI -------------------------------- 1-[(FI x (1 - 1-SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2314; FI = the highest effective marginal rate of income tax applicable to the Executive Xx. Xxxxx under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive Xx. Xxxxx under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M NI = the highest marginal rate of Medicare tax applicable to the Executive Xx. Xxxxx under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive Xx. Xxxxx under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section Section 4999 of the Code will be assessed, the payment determined under this Section 23(a14(a) shall be made to the Executive Xx. Xxxxx on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the ExecutiveXx. Xxxxx. (b) Notwithstanding anything in this Section 23 14 to the contrary, in the event that the Executive's Xx. Xxxxx' liability for the excise tax under section Section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a14(a), Xx. Xxxxx, the Executive Company or the CompanyBank, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a14(a), when increased by the amount of the payment made to the Executive Xx. Xxxxx under this Section 23(b14(b) by the CompanyCompany or the Bank, or when reduced by the amount of the payment made to the Company or the Bank under this the Section 23(b14(b) by the ExecutiveXx. Xxxxx, equals the amount that, it is finally determined, that should have properly been paid to the Executive Xx. Xxxxx under Section 23(a14(a). The interest paid under this Section 23(b14(b) shall be determined at the rate provided under section Section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive Xx. Xxxxx under this Section 2314, the Executive Xx. Xxxxx shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the CompanyCompany or the Bank, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveAdditional Termination Entitlements, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: E X = E x P ------------------------------------------------- 1 - [(FI X= -------------------------------- 1-[(F1 x (1 - 1-SLI)) + SLI + E + M] where E = E= the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = P= the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 17; FI = FI= the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = SLI= the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = M= the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to the Executive's termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by the Executive, unless, prior to such date, the Company delivers to the Executive the written opinion, in form and substance reasonably satisfactory to the Executive, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to the Executive, to the effect that the Executive has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the "Opinion Letter"). If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a)Tax Indemnity Payment is made, the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 17(b), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Companysection 17(c), or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executivesection 17(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 17(a). The interest paid to the Company under this Section 23(bsection 17(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to the Executive shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 17, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company any right to control or otherwise participate in any action, suit or proceeding to which the Executive is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (a) This Section 23 shall apply if a at the relevant date and during the six-month period ending on the relevant date, the Bank was in compliance with all applicable minimum capital requirements imposed upon the Bank by federal or state regulatory authorities, taking into account any phase-in period, grandfather rights or similar provisions that are applicable to the Bank. For purposes of the preceding sentence, the term "relevant date" shall mean the day before the date on which the change "in the ownership or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section Section 280G of the Code. If this Section 23 applies, then with respect to if, for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section Section 4999 of the Code Code, with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section Section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section Section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a change "If Xx. Xxxxxx'x employment terminates under circumstances entitling him (or in the ownership event of his death, his estate) to the payments or effective control" of benefits under Section 11(b), the Company or "the Bank shall pay to Xx. Xxxxxx (or in the ownership event of a substantial portion his death, his estate) an additional amount intended to indemnify him against the financial effects of the assets" of the Company occurs within the meaning of excise tax imposed on excess parachute payments under section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section and 4999 of the Code with respect to any payment in (the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company "Tax Indemnity Payment"). The Tax Indemnity Payment shall pay to the Executive an amount equal to X be determined under the following formula: X = E x X P ------------------------------------------------- ------------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = E= the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2314; FI = the highest effective marginal rate of income tax applicable to the Executive Xx. Xxxxxx under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive Xx. Xxxxxx under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive Xx. Xxxxxx under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company or the Bank by an attorney or a firm of independent certified public accountants selected by Xx. Xxxxxx and reasonably satisfactory to fully indemnify the Executive Company (the "Tax Advisor") and shall be based on an after-tax basis so the following assumptions: (i) that the Executive would be a change in ownership, a change in effective ownership or control, or a change in the same after-tax financial position in which he would have been if no excise tax under ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 4999 280G of the Code had been imposed(a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon Xx. Xxxxxx on account of his termination of employment are "parachute payments" within the meaning of section 280G of the Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to Xx. Xxxxxx'x termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive Xx. Xxxxxx on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by Xx. Xxxxxx, unless, prior to such date, the ExecutiveCompany or the Bank delivers to Xx. Xxxxxx the written opinion, in form and substance reasonably satisfactory to him, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company or the Bank and reasonably satisfactory to Xx. Xxxxxx, to the effect that Xx. Xxxxxx has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the "Opinion Letter"). If the Company or the Bank delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company or the Bank shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's Xx. Xxxxxx'x liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x ETax Indemnity Payment is made, where X, P and E have the meanings provided in Section 23(a), the Executive Xx. Xxxxxx or the CompanyCompany or the Bank, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 16(b), when increased by the amount of the payment made to by the Executive Company or the Bank under this Section 23(bsection 16(c) by the Company, or when reduced decreased by the amount of the payment made to the Company by Xx. Xxxxxx under this Section 23(b) by the Executivesection 16(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive Xx. Xxxxxx under Section 23(asection 16(a). The interest paid to the Company under this Section 23(bsection 16(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to Xx. Xxxxxx shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive Xx. Xxxxxx under this Section 23section 16, the Executive Xx. Xxxxxx shall furnish to the Company or the Bank a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company or the Bank any right to control or otherwise participate in any action, suit or proceeding to which Xx. Xxxxxx is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (a) This Section 23 shall apply if a change "in If the ownership payments and benefits pursuant to this Agreement, either alone or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then together with respect to any taxable year in other payments and benefits which the Executive shall be liable for has the payment right to receive from the Company and its subsidiaries (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 9 of an excise tax under section 4999 the Bank Employment Agreement), would constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code with respect to any payment in (the nature of compensation made by the Company"Initial Parachute Payment"), the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, then the Company shall pay to the Executive an Executive, at the time such payments or benefits are paid and subject to applicable withholding requirements, a cash amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [sum of the following: (FI x i) twenty (1 - SLI)20) + SLI + E + M] where E = percent (or such other percentage equal to the tax rate at which the excise tax is assessed under section imposed by Section 4999 of the Code; P = ) of the amount by which the Initial Parachute Payment exceeds the Executive's "base amount" from the Company and its subsidiaries, as defined in Section 280G(b)(3) of the Code, with respect the difference between the Initial Parachute Payment and the Executive's base amount being hereinafter referred to which as the "Initial Excess Parachute Payment"; (ii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (i) above and on any payments under this clause (ii). In computing such tax allowance, the payment to be made under clause (i) above shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: GUP = Tax Rate -------- 1- Tax Rate The Tax Rate for purposed of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate (including Social Security and Medicare taxes), including any applicable excise tax is assessedrate, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under in the Code for the taxable year in question which the payment under clause (taking into account any i) above is made, and shall also reflect the phase-out or loss of deductions, personal exemptions deductions and other similar adjustments); SLI = the sum ability to deduct certain of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executivetaxes. (b) Notwithstanding anything the foregoing, if it shall subsequently be determined in this Section 23 a final judicial determination or a final administrative settlement to which the contrary, in the event Executive is a party that the Executive's liability for the excise tax under section 4999 actual excess parachute payment as defined in Section 280G(b)(1) of the Code for a taxable year is subsequently determined different from the Initial Excess Parachute Payment (such different amount being hereafter referred to be different than as the "Determinative Excess Parachute Payment"), then the Company's independent tax counsel or accountants shall determine the amount determined by (the formula (X + P"Adjustment Amount") x E, where X, P and E have the meanings provided in Section 23(a), which either the Executive must pay to the Company or the Company must pay to the Executive in order to put the Executive (or the Company, as the case may be) in the same position the Executive (or the Company, shall pay as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the other party at Determinative Excess Parachute Payment. In determining the time that Adjustment Amount, the amount of such excise independent tax is finally determined, an appropriate amount, plus counsel or accountants shall take into account any and all taxes (including any penalties and interest, such that ) paid by or for the payment made under Section 23(a), when increased by the amount of the payment made Executive or refunded to the Executive under this Section 23(b) by or for the Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Company shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Company, or when reduced by as the amount of the payment made to the Company under this Section 23(bcase may be. (c) by the Executive, equals the amount that, it is finally determined, should have properly been paid to In each calendar year that the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) receives payments of the Code. To confirm benefits that the proper amount, if any, was paid to the Executive under this Section 23constitute a parachute payment, the Executive shall furnish to report on his state and federal income tax returns such information as is consistent with the Company a copy of each tax return which reflects a liability for an excise tax payment determination made by the Companyindependent tax counsel or accountants of the Company as described above. The Company shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 12 is being reviewed or is in dispute. The Company shall assume control at least 20 days before its expense over all legal and accounting matters pertaining to such federal tax treatment (except to the date on which extent necessary or appropriate for the Executive to resolve any such return is required proceeding with respect to be filed any matter unrelated to amounts paid or payable pursuant to this Section 12) and the Executive shall cooperate fully with the Internal Revenue ServiceCompany in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Company may have in connection therewith without the prior consent of the Company.

Tax Indemnification. (a) This If Mr. Hales's employment terminates under circumstances entitling hix (xx xx xxe event of his death, his estate) to the payments or benefits under Section 23 shall apply if a change "in the ownership or effective control" of 11(b), the Company or "the Bank shall pay to Mr. Hales (or in the ownership event of a substantial portion his death, his estate) an additional xxxxxx xntended to indemnify him against the financial effects of the assets" of the Company occurs within the meaning of excise tax imposed on excess parachute payments under section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section and 4999 of the Code with respect to any payment in (the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company "Tax Indemnity Payment"). The Tax Indemnity Payment shall pay to the Executive an amount equal to X be determined under the following formula: X = E x P ------------------------------------------------- --------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2314; FI = the highest effective marginal rate of income tax applicable to the Executive Mr. Hales under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)quxxxxxx; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive Mr. Hales under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive Mr. Hales under the Code for the taxable year in questionquxxxxxx. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company or the Bank by an attorney or a firm of independent certified public accountants selected by Mr. Hales and reasonably satisfactory to fully indemnify the Executive Company (the "Tax Advxxxx") xxd shall be based on an after-tax basis so the following assumptions: (i) that the Executive would be a change in ownership, a change in effective ownership or control, or a change in the same after-tax financial position in which he would have been if no excise tax under ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 4999 280G of the Code had been imposed. (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon Mr. Hales on account of his termination of employment are "parachuxx xxxxxxts" within the meaning of section 280G of the Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to Mr. Hales's termination of employment. (b) With respect to any payment in the nature of compensation xx xxx xxxxent that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive Mr. Hales on the earlier of (i) the date the Company, the Bank or any direct or xxxxxx xx indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by Mr. Hales, unless, prior to such date, the ExecutiveCompany or the Bank delxxxxx xx Mr. Hales the written opinion, in form and substance reasonably saxxxxxxxxxy to him, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company or the Bank and reasonably satisfactory to Mr. Hales, to the effect that Mr. Hales has a reasonable basis on xxxxx xx conclude that (i) no 000X Xxxxge in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the "Opinion Letter"). If the Company or the Bank delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company or the Bank shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the ExecutiveMr. Hales's liability for the excise tax under section 4999 of the Code for a Xxxx xxx x taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x ETax Indemnity Payment is made, where X, P and E have the meanings provided in Section 23(a), the Executive Mr. Hales or the CompanyCompany or the Bank, as the case may be, shall pay to the pax xx xxx other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 16(b), when increased by the amount of the payment made to by the Executive Company or the Bank under this Section 23(bsection 16(c) by the Company, or when reduced decreased by the amount of the payment made to the Company by Mr. Hales under this Section 23(b) by the Executivesection 16(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive Mr. Hales under Section 23(asection 16(a). The interest paid under this Section 23(bto the Company unxxx xxxx section 16(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to Mr. Hales shall include such amount of interest as is necessary to xxxxxxx any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive Mr. Hales under this Section 23section 16, the Executive Mr. Hales shall furnish to the Company Coxxxxx xx the Bank a copy of each tax return xxx xxxxxn which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company or the Bank any right to control or otherwise participate in any action, suit or proceeding to which Mr. Hales is a party as a result of positions taken on his federal xxxxxx xax return with respect to his liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveAdditional Termination Entitlements, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- X = -------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 20; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to the Executive's termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by the Executive, unless, prior to such date, the Company delivers to the Executive the written opinion, in form and substance reasonably satisfactory to the Executive, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to the Executive, to the effect that the Executive has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the "Opinion Letter"). If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a)Tax Indemnity Payment is made, the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 20(b), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Companysection 20(c), or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executivesection 20(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 20(a). The interest paid to the Company under this Section 23(bsection 20(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to the Executive shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 20, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company any right to control or otherwise participate in any action, suit or proceeding to which the Executive is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (a) This Section 23 shall apply if a change "If Xx. Xxxxxx'x employment terminates under circumstances entitling him (or in the ownership event of his death, his estate) to the payments or effective control" of benefits under Section 11(b), the Company or "the Bank shall pay to Xx. Xxxxxx (or in the ownership event of a substantial portion his death, his estate) an additional amount intended to indemnify him against the financial effects of the assets" of the Company occurs within the meaning of excise tax imposed on excess parachute payments under section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section and 4999 of the Code with respect to any payment in (the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company "Tax Indemnity Payment"). The Tax Indemnity Payment shall pay to the Executive an amount equal to X be determined under the following formula: X = E x P ------------------------------------------------- 1 X 0 - [(FI XX x (1 0 - SLIXXX)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2314; FI = the highest effective marginal rate of income tax applicable to the Executive Xx. Xxxxxx under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive Xx. Xxxxxx under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive Xx. Xxxxxx under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company or the Bank by an attorney or a firm of independent certified public accountants selected by Xx. Xxxxxx and reasonably satisfactory to fully indemnify the Executive Company (the "Tax Advisor") and shall be based on an after-tax basis so the following assumptions: (i) that the Executive would be a change in ownership, a change in effective ownership or control, or a change in the same after-tax financial position in which he would have been if no excise tax under ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 4999 280G of the Code had been imposed(a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon Xx. Xxxxxx on account of his termination of employment are "parachute payments" within the meaning of section 280G of the Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to Xx. Xxxxxx'x termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive Xx. Xxxxxx on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by Xx. Xxxxxx, unless, prior to such date, the ExecutiveCompany or the Bank delivers to Xx. Xxxxxx the written opinion, in form and substance reasonably satisfactory to him, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company or the Bank and reasonably satisfactory to Xx. Xxxxxx, to the effect that Xx. Xxxxxx has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the "Opinion Letter"). If the Company or the Bank delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company or the Bank shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's Xx. Xxxxxx'x liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x ETax Indemnity Payment is made, where X, P and E have the meanings provided in Section 23(a), the Executive Xx. Xxxxxx or the CompanyCompany or the Bank, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 16(b), when increased by the amount of the payment made to by the Executive Company or the Bank under this Section 23(bsection 16(c) by the Company, or when reduced decreased by the amount of the payment made to the Company by Xx. Xxxxxx under this Section 23(b) by the Executivesection 16(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive Xx. Xxxxxx under Section 23(asection 16(a). The interest paid to the Company under this Section 23(bsection 16(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to Xx. Xxxxxx shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive Xx. Xxxxxx under this Section 23section 16, the Executive Xx. Xxxxxx shall furnish to the Company or the Bank a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company or the Bank any right to control or otherwise participate in any action, suit or proceeding to which Xx. Xxxxxx is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (a) This Section 23 16 shall apply if Executive's employment is terminated upon or following (i) a Change in Control (as defined in Section 15 of this Agreement); or (ii) a change "in the ownership or effective control" of the Holding Company or the Bank or "in the ownership of a substantial portion of the assets" of the Holding Company occurs or the Bank within the meaning of section Section 280G of the Code. If this Section 23 16 applies, then with respect to then, if for any taxable year in which the year, Executive shall be liable for the payment of an excise tax under section Section 4999 of the Code with respect to any payment in the nature of compensation made by the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank to (or for the benefit of) the Executive, the Holding Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2315; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section Section 4999 of the Code will be assessed, the payment determined under this Section 23(a16(a) shall be made to the Executive on the earlier of (i) the date the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 16 to the contrary, in the event that the Executive's liability for the excise tax under section Section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a16(a), the Executive or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a16(a), when increased by the amount of the payment made to the Executive under this Section 23(b16(b) by the Holding Company, or when reduced by the amount of the payment made to the Holding Company under this Section 23(b16(b) by the Executive, equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(a16(a). The interest paid under this Section 23(b16(b) shall be determined at the rate provided under section Section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 2316, the Executive shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Lessee acknowledges that Lessor has executed this Lease, and that the Rent payable by Lessee under this Lease has been computed, upon the assumptions that Lessor will (i) be entitled to depreciation or cost recovery deductions ("MACRS Deductions") for Federal income tax purposes under the Modified Accelerated Cost Recovery System provided for in Section 23 shall apply if a change "in the ownership or effective control" 168 of the Company Internal Revenue Code of 1986, as amended (the "Code"), and depreciation or cost recovery deductions ("State Depreciation Deductions") for state income tax purposes for the State of New York ("New York"), in each case on the ownership basis that (1) each Item of a substantial portion of the assetsEquipment constitutes "7-year property" of the Company occurs within the meaning of section 280G Section 168(e) of the Code. If this , (2) the initial tax basis for each Item of Equipment will be equal to the Total Cost, (3) deductions for each Item of Equipment will be computed by using the method specified in Section 23 applies168(b)(1) of the Code over the 7-year recovery period described in Section 168(c) of the Code, then and (4) the applicable convention for each Item of Equipment under Section 168(d) of the Code is the half-year convention; (ii) be entitled to deductions for Federal income tax purposes (available in the manner and as provided by Section 163 of the Code) for interest payable with respect to any taxable year indebtedness incurred by Lessor in which the Executive shall be liable for the payment connection with any financing by Lessor of an excise tax under section 4999 any portion of the Code with respect Total Cost of each Item of Equipment ("Interest Deductions"); and (iii) be subject to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or tax for the benefit of) the Executive, the Company shall pay each year at a composite Federal and New York corporate income tax rate equal to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the then highest effective marginal rate of income tax applicable to the Executive for corporations provided for under the Code for and the taxable year in question laws of New York (taking into account any phase-out or loss of deductionsthe "Highest Marginal Tax Rate"). The MACRS Deductions, personal exemptions State Depreciation Deductions and other similar adjustments); SLI = Interest Deductions are hereinafter collectively referred to as the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive"Tax Benefits". (b) Notwithstanding anything in this Lessee represents and warrants to Lessor that (i) each Item of Equipment constitutes "7-year property" within the meaning of Section 23 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B168(e) of the Code. To confirm that , (ii) Lessee shall not attempt to claim such Tax Benefits, (iii) at and after the proper amounttime of delivery of the Equipment to Lessee pursuant to this Lease, if any, was paid the Equipment shall be owned by Lessor for Federal income tax purposes and Lessee shall not claim any ownership or title in and to the Executive under Equipment, and (iv) Lessee has not, and will not, at any time after such delivery throughout the Term of this Section 23Lease, take any action or omit to take any action (whether or not the same is permitted or required hereunder) which will result in the loss by Lessor of all or any part of such Tax Benefits. (c) If, as a result of any act, omission or misrepresentation of Lessee, (x) the Tax Benefits are lost, disallowed, deferred, eliminated, reduced, recaptured, compromised or otherwise unavailable to Lessor, (y) for Federal, foreign, state or local income tax purposes, any item of income, loss or deduction with respect to any Item of Equipment is treated as derived from, or allocable to, sources outside the United States, or (z) there shall be included in the gross income of Lessor for Federal, state or local income tax purposes any amount on account of any addition, modification, substitution or improvement to or in respect of any Item of Equipment made or paid for by Lessee (any of the foregoing being hereinafter a "Tax Loss"), then, within thirty (30) days of Lessee's receipt of written notice from Lessor that such a Tax Loss has occurred, Lessee shall pay to Lessor an amount which, after deduction therefrom of all taxes to be paid in respect of the receipt thereof, will enable Lessor to receive the same Net Economic Return (as hereinafter defined) that Lessor would have realized on this Lease had such Tax Loss (together with any interest, penalties or additions to tax) not occurred. Any event which, by the terms of this Lease, requires payment by Lessee to Lessor of the Stipulated Loss Value of the Equipment shall not constitute the act of Lessee for purpose of the foregoing sentence. (d) As used in this Section, the Executive term "Net Economic Return" shall furnish mean Lessor's net after-tax yield, aggregate after-tax cash flow and return on assets, based on (i) the assumptions used by Lessor in originally calculating Rent and Stipulated Loss Value percentages, including the assumptions set forth above (as such assumptions may have been revised pursuant to the Company a copy last sentence of this subsection) and (ii) the Highest Marginal Tax Rate actually in effect during each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before year from the date on of such original calculations to the date of such Tax Loss, both dates inclusive. In the event Lessor shall suffer a Tax Loss with respect to which such return Lessee is required to pay an indemnity hereunder, and the full amount of such indemnity has been paid or provided for hereunder, the aforesaid assumptions, without further act of the parties hereto, shall thereupon be filed with and be deemed to be amended, if and to the Internal Revenue Serviceextent appropriate, to reflect such Tax Loss.

Tax Indemnification. (a) This Section 23 The Limited shall apply if a change "in the ownership or effective control" of indemnify the Company or "in the ownership of a substantial portion of the assets" of against, and hold it harmless from, on an after-Tax basis, (i) any Tax imposed on the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable Pre-Closing Tax Period and (ii) any liabilities, costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses) incurred or suffered by the Company arising out of or incident to the imposition, assessment, assertion or proposed adjustment of any Tax described in (i) (the sum of (i) and (ii) being referred to herein as a "Loss"). (b) If The Limited's indemnification obligation under this Section 9.05 arises in respect of an adjustment that makes allowable to the Company any deduction, amortization, exclusion from income or other allowance (a "Tax Allowance") that would not, but for such adjustment, be allowable, the Company shall (x) claim such Tax Allowance to the maximum extent possible and (y) pay to The Limited the Tax benefit received by the Company from the use of such Tax Allowance. The Thx benefit received from the use of the portion of a Tax Allowance that is used in the Taxable year in which the Executive related indemnification payment is made, or in an earlier Taxable year, shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay considered equal to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier excess of (i) the date the Company, the Bank amount of Taxes that would have been payable (or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 to the contrary, in the event Tax refund that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E would have the meanings provided in Section 23(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a), when increased by the amount of the payment made to the Executive under this Section 23(bbeen receivable) by the Company, in the absence of such Tax Allowance, for such Taxable year over (ii) the amount of Taxes actually payable (or when reduced of the Tax refund actually receivable) by, or taken into account in determining any adjustment arising on audit of, the Company for such Taxable year. The Tax benefit received from the use of the portion of a Tax Allowance that is not used either in the Taxable year in which the related indemnification payment is made or, in an earlier Taxable year, shall be determined by (i) multiplying such portion of the Tax Allowance by the maximum applicable corporate Tax rate in effect at the time the calculation is made (or if the Company believes that another Tax rate is appropriate, such Tax rate as The Limited shall have agreed to in writing after good-faith negotiation with the Company) or, in the case of a credit, 100%, (ii) using a discount rate equal to the mid-term applicable federal rate in effect at that time and (iii) using reasonable assumptions regarding the Taxable year or years in which the Company will utilize such portion of the Tax Allowance. (c) Any payment by The Limited pursuant to Section 9.05(a) shall be made not later than 15 days after receipt by The Limited of written notice from the Company stating that any Loss has been paid by the Company and the amount thereof and of the indemnity payment requested. Any payment by the Company pursuant to Section 9.05(b) shall be made not later than 15 days after the filing of the relevant Return of the Company for the Taxable year in which The Limited makes the related indemnification payment or, if earlier, 15 days after the filing of any amended Return of the Company in which any portion of the relevant Tax Allowance is claimed. (d) Within a reasonable period of time prior to filing any Return for any Pre-Closing Tax Period, the Company shall deliver a copy of such Return to The Limited. If The Limited disagrees with any items on the Return, it shall so inform the Company in writing at least 10 days prior to the date on which the Return is due, taking into account any extension of the time for filing such Return. The Limited and the Company shall negotiate in good faith to resolve the disputed items and, if they cannot reach agreement, shall immediately refer the matter to a nationally recognized independent certified public account firm reasonably acceptable to each of them, which accounting firm shall resolve the disputed items prior to the due date for such Return, taking into account any extension. The costs, fees and expenses of the accounting firm shall be borne equally by The Limited and the Company. Immediately after the resolution of any dispute with respect to such Return or, if there is no dispute, as promptly as practicable after it receives the draft Return, The Limited shall deliver to the Company its written consent to payment of the Taxes shown as due and payable on the Return. (e) If any claim or demand for Taxes in respect of which indemnity may be sought pursuant to this Section 9.05 is asserted in writing against the Company, or if any request is made for an extension of the statute of limitations for any Tax in respect of which indemnity may be sought pursuant to this Section 9.05, the Company shall notify The Limited of such claim, demand or request within 15 days of receipt thereof, or such earlier time that would allow The Limited to respond in a timely manner to such claim, demand or request and shall give The Limited such information with respect thereto as The Limited may reasonably request. The Limited may discharge, at any time, its indemnification obligation under this Section 9.05 by paying to the Company the amount of the payment made applicable Loss, calculated on the date of such payment. The Limited shall assume the defense of any claim, suit, action, litigation or proceeding relating to Taxes in respect of which indemnity may be sought pursuant to this Section 9.05. The Company shall have the right, but not the duty, to participate in such defense at its own expense. After assuming the defense of any claim, suit, action, litigation or proceeding, The Limited shall not assert that the Loss, or any portion thereof, with respect to which the Company seeks indemnification is not within the ambit of this Section 9.05. (f) The Limited shall not be liable under this Section 23(b9.05 for (i) by any Tax the Executive, equals payment of which was made without The Limited's prior written consent or (ii) any settlements effected without the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a)prior written consent of The Limited. The interest paid Company's failure to provide notice in the time required by Section 9.05(e) shall not relieve The Limited of its indemnity obligation under this Section 23(b) 9.05, except that The Limited shall not be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive liable under this Section 239.05 to the extent any such delay in providing notice actually prejudiced The Limited. (g) For purposes of this Section 9.05, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the Executive shall furnish portion of such Tax related to the Company portion of such Tax period ending on and including the Closing Date shall (x) in the case of any Tax other than a copy gross receipts, sales or use Tax or a Tax based upon or related to income, be deemed to be the amount of each such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire tax return which reflects period, and (y) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed equal to the amount that would be payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a liability for an excise tax payment made by manner consistent with prior practice of the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a change "in Notwithstanding anything to the ownership contrary herein (or effective control" of any other agreement entered into by and between Executive and the Company or "any incentive arrangement or plan offered by the Company), in the ownership of a substantial portion of the assets" of event that any amount or benefit paid or distributed to Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to Executive by the Company occurs within or any of its subsidiaries (collectively, the meaning of section “Covered Payments”), would constitute an “excess parachute payment” as defined in Section 280G of the Code. If this Section 23 applies, then with respect and would thereby subject Executive to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the CompanyExcise Tax, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application provisions of this Section 23. Any payment under this Section 23 6.13 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executiveapply. (b) Notwithstanding anything in If the aggregate present value (as determined for purposes of Section 280G of the Code) of the Covered Payments exceeds, by less than 125%, the amount which can be paid to Executive without Executive incurring an Excise Tax, then the amounts payable to Executive under this Section 23 Agreement (or any other agreement by and between Executive and the Company or pursuant to any incentive arrangement or plan offered by the contraryCompany) may, in the event that the Executive's liability for the excise tax under section 4999 discretion of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a), the Executive or the Company, be reduced (but not below zero) to the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax (such reduced payments to be referred to as the case may be“Payment Cap”). In the event Executive receives reduced payments and benefits as a result of application of this Section 6.13, Executive shall pay have the right to designate which of the payments and benefits otherwise set forth herein (or any other party at agreement between Executive and the time that Company or any incentive arrangement or plan offered by the Company) will be received in connection with the application of the Payment Cap. (c) If the aggregate present value of all Covered Payments exceeds, by 125% or more, the amount of such excise tax is finally determinedwhich can be paid to Executive without Executive incurring an Excise Tax, Executive shall be entitled to receive an appropriate amount, plus interest, additional amount (the “Tax Reimbursement Payment”) such that the payment made under net amount retained by Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any federal, state and local income tax and Excise Tax on the Tax Reimbursement Payment provided for by this Section 23(a)6.13, when increased by but before deduction for any federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the payment made Covered Payments. (d) Immediately upon a Change in Control, the Company shall notify Executive of any modification or reduction as a result of the application of this Section 6.13. In the event Executive and the Company disagree as to the Executive under application of this Section 23(b6.13, the Company shall select a law firm or accounting firm from among those regularly consulted (during the twelve-month period immediately prior to the Change in Control that resulted in the characterization of the Covered Payments as parachute payments) by the Company, and such law firm or when reduced by accounting firm shall determine, at the Company’s expense, the amount to which Executive shall be entitled hereunder (and pursuant to any other agreements, incentive arrangements or plans), taking into consideration the application of the payment made to the Company under this Section 23(b) by the Executive6.13, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) and such determination shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the final and binding upon Executive under this Section 23, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by and the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveSeverance Benefits, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Internal Revenue Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- --------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Internal Revenue Code ("Code"); P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 7.1; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to the Executive's termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive on the earlier of (i) the date the Company, the Bank Company or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, tax or (ii) the date the tax is required to be paid by the Executive, unless, prior to such date, the Company delivers to the Executive the written opinion, in form and substance reasonably satisfactory to the Executive, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to the Executive, to the effect that the Executive has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the "Opinion Letter"). If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a)Tax Indemnity Payment is made, the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 7.1(b), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Companysection 7.1(c), or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executivesection 7.1(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 7.1(a). The interest paid to the Company under this Section 23(bsection 7.1(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to the Executive shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 7.1, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company any right to control or otherwise participate in any action, suit or proceeding to which the Executive is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (a) This Lessee acknowledges that Lessor has executed this Lease, and that the Rent payable by Lessee under this Lease has been computed, upon the assumptions that Lessor will (i) be entitled to depreciation or cost recovery deductions ("MACRS Deductions") for Federal income tax purposes under the Modified Accelerated Cost Recovery System provided for in Section 23 shall apply if a change "in the ownership or effective control" 168 of the Company Internal Revenue Code of 1986, as amended (the "Code"), and depreciation or cost recovery deductions ("State Depreciation Deductions") for state income tax purposes for the Equipment Location, in each case on the ownership basis that (1) each Item of a substantial portion of the assetsEquipment constitutes "7-year property" of the Company occurs within the meaning of section 280G Section 168(e) of the Code. If this , (2) the initial tax basis for each Item of Equipment will be equal to the Total Cost, (3) deductions for each Item of Equipment will be computed by using the method specified in Section 23 applies168(b)(1) of the Code over the 7-year recovery period described in Section 168(c) of the Code, then and (4) the applicable convention for each Item of Equipment under Section 168(d) of the Code is the half-year convention; (ii) be entitled to deductions for Federal income tax purposes (available in the manner and as provided by Section 163 of the Code) for interest payable with respect to any taxable year indebtedness incurred by Lessor in which the Executive shall be liable for the payment connection with any financing by Lessor of an excise tax under section 4999 any portion of the Code with respect Total Cost of each Item of Equipment ("Interest Deductions"); and (iii) be subject to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or tax for the benefit of) the Executive, the Company shall pay each year at a composite Federal and New York corporate income tax rate equal to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the then highest effective marginal rate of income tax applicable to the Executive for corporations provided for under the Code for and the taxable year in question laws of New York (taking into account any phase-out or loss of deductionsthe "Highest Marginal Tax Rate"). The MACRS Deductions, personal exemptions State Depreciation Deductions and other similar adjustments); SLI = Interest Deductions are hereinafter collectively referred to as the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive"Tax Benefits". (b) Notwithstanding anything in this Lessee represents and warrants to Lessor that (i) each Item of Equipment constitutes "7-year property" within the meaning of Section 23 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B168(e) of the Code. To confirm that , (ii) Lessee shall not attempt to claim such Tax Benefits, (iii) at and after the proper amount, if any, was paid time of delivery of the Equipment to Lessee pursuant to this Lease the Lessee shall not claim any ownership or title in and to the Executive under Equipment, and (iv) Lessee has not, and will not, at any time after such delivery throughout the Term of this Section 23Lease, take any action or omit to take any action (whether or not the same is permitted or required hereunder) which will result in the loss by Lessor of all or any part of such Tax Benefits. (c) If, as a result of any act, omission or misrepresentation of Lessee, (x) the Tax Benefits are lost, disallowed, deferred, eliminated, reduced, recaptured, compromised or otherwise unavailable to Lessor, (y) for Federal, foreign, state or local income tax purposes, any item of income, loss or deduction with respect to any Item of Equipment is treated as derived from, or allocable to, sources outside the United States, or (z) there shall be included in the gross income of Lessor for Federal, state or local income tax purposes any amount on account of any addition, modification, substitution or improvement to or in respect of any Item of Equipment made or paid for by Lessee (any of the foregoing being hereinafter a "Tax Loss"), then, within thirty (30) days of Lessee's receipt of written notice from Lessor that such a Tax Loss has occurred, Lessee shall pay to Lessor an amount which, after deduction therefrom of all taxes to be paid in respect of the receipt thereof, will enable Lessor to receive the same Net Economic Return (as hereinafter defined) that Lessor would have realized on this Lease had such Tax Loss -------------------------------------------------------------------------------- (together with any interest, penalties or additions to tax) not occurred. Any event which, by the terms of this Lease, requires payment by Lessee to Lessor of the Stipulated Loss Value of the Equipment shall not constitute the act of Lessee for purpose of the foregoing sentence. (d) As used in this Section, the Executive term "Net Economic Return" shall furnish mean Lessor's net after-tax yield, aggregate after-tax cash flow and return on assets, based on (i) the assumptions used by Lessor in originally calculating Rent and Stipulated Loss Value percentages, including the assumptions set forth above (as such assumptions may have been revised pursuant to the Company a copy last sentence of this subsection) and (ii) the Highest Marginal Tax Rate actually in effect during each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before year from the date on of such original calculations to the date of such Tax Loss, both dates inclusive. In the event Lessor shall suffer a Tax Loss with respect to which such return Lessee is required to pay an indemnity hereunder, and the full amount of such indemnity has been paid or provided for hereunder, the aforesaid assumptions, without further act of the parties hereto, shall thereupon be filed with and be deemed to be amended, if and to the Internal Revenue Serviceextent appropriate, to reflect such Tax Loss.

Tax Indemnification. (a) This Section 23 14 shall apply if Xx. Xxxxxx'x employment is terminated upon or following (i) a Change of Control (as defined in Section 13 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or the Bank or "in the ownership of a substantial portion of the assets" of the Company occurs or the Bank within the meaning of section Section 280G of the Code. If this Section 23 14 applies, then with respect to then, if for any taxable year in which the Executive year, Xx. Xxxxxx shall be liable for the payment of an excise tax under section Section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank to (or for the benefit of) the ExecutiveXx. Xxxxxx, the Company or the Bank shall pay to the Executive Xx. Xxxxxx an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - ExP -------------------------------- 1- [(FI x (1 - SLI)) + x(1 -SLI))+ SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2314; FI = the highest effective marginal rate of income tax applicable to the Executive Xx. Xxxxxx under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive Xx. Xxxxxx under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive Xx. Xxxxxx under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive Xx. Xxxxxx under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section Section 4999 of the Code will be assessed, the payment determined under this Section 23(a14(a) shall be made to the Executive Xx. Xxxxxx on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the ExecutiveXx. Xxxxxx. (b) Notwithstanding anything in this Section 23 14 to the contrary, in the event that the Executive's Xx. Xxxxxx'x liability for the excise tax under section Section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a14(a), Xx. Xxxxxx, the Executive Company or the CompanyBank, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a14(a), when increased by the amount of the payment made to the Executive Xx. Xxxxxx under this Section 23(b14(b) by the CompanyCompany or the Bank, or when reduced by the amount of the payment made to the Company or the Bank under this the Section 23(b14(b) by the ExecutiveXx. Xxxxxx, equals the amount that, it is finally determined, that should have properly been paid to the Executive Xx. Xxxxxx under Section 23(a14(a). The interest paid under this Section 23(b14(b) shall be determined at the rate provided under section Section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive Xx. Xxxxxx under this Section 2314, the Executive Xx. Xxxxxx shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the CompanyCompany or the Bank, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a change "If Xx. Xxxxxxxx'x employment terminates under circumstances entitling him (or in the ownership event of his death, his estate) to the payments or effective control" of benefits under Section 11(b), the Company or "the Bank shall pay to Xx. Xxxxxxxx (or in the ownership event of a substantial portion his death, his estate) an additional amount intended to indemnify him against the financial effects of the assets" of the Company occurs within the meaning of excise tax imposed on excess parachute payments under section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section and 4999 of the Code with respect to any payment in (the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company "Tax Indemnity Payment"). The Tax Indemnity Payment shall pay to the Executive an amount equal to X be determined under the following formula: X = E x P ------------------------------------------------- 1 X 0 - [(FI XX x (1 0 - SLIXXX)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2314; FI = the highest effective marginal rate of income tax applicable to the Executive Xx. Xxxxxxxx under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive Xx. Xxxxxxxx under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and an M = the highest marginal rate of Medicare tax applicable to the Executive Xx. Xxxxxxxx under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company or the Bank by an attorney or a firm of independent certified public accountants selected by Xx. Xxxxxxxx and reasonably satisfactory to fully indemnify the Executive Company (the "Tax Advisor") and shall be based on an after-tax basis so the following assumptions: (i) that the Executive would be a change in ownership, a change in effective ownership or control, or a change in the same after-tax financial position in which he would have been if no excise tax under ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 4999 280G of the Code had been imposed(a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon Xx. Xxxxxxxx on account of his termination of employment are "parachute payments" within the meaning of section 280G of the Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to Xx. Xxxxxxxx'x termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive Xx. Xxxxxxxx on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by Xx. Xxxxxxxx, unless, prior to such date, the ExecutiveCompany or the Bank delivers to Xx. Xxxxxxxx the written opinion, in form and substance reasonably satisfactory to him, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company or the Bank and reasonably satisfactory to Xx. Xxxxxxxx, to the effect that Xx. Xxxxxxxx has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the "Opinion Letter"). If the Company or the Bank delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company or the Bank shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's Xx. Xxxxxxxx'x liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x ETax Indemnity Payment is made, where X, P and E have the meanings provided in Section 23(a), the Executive Xx. Xxxxxxxx or the CompanyCompany or the Bank, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 16(b), when increased by the amount of the payment made to by the Executive Company or the Bank under this Section 23(bsection 16(c) by the Company, or when reduced decreased by the amount of the payment made to the Company by Xx. Xxxxxxxx under this Section 23(b) by the Executivesection 16(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive Xx. Xxxxxxxx under Section 23(asection 16(a). The interest paid to the Company under this Section 23(bsection 16(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to Xx. Xxxxxxxx shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive Xx. Xxxxxxxx under this Section 23section 16, the Executive Xx. Xxxxxxxx shall furnish to the Company or the Bank a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company or the Bank any right to control or otherwise participate in any action, suit or proceeding to which Xx. Xxxxxxxx is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveAdditional Termination Entitlements, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 16; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to the Executive's termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by the Executive, unless, prior to such date, the Company delivers to the Executive the written opinion, in form and substance reasonably satisfactory to the Executive, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to the Executive, to the effect that the Executive has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the "Opinion Letter"). If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a)Tax Indemnity Payment is made, the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 17(b), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Companysection 17(c), or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executivesection 17(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(athis section 17(c). The interest paid to the Company under this Section 23(bsection 17(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to the Executive shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 17, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company any right to control or otherwise participate in any action, suit or proceeding to which the Executive is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change in Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or the Bank or "in the ownership of a substantial portion of the assets" of the Company occurs or the Bank within the meaning of section 280G of the Code. If this Section 23 section 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank Company or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- X= ---------------------------------------------- 1 - [(FI x (1 - 1-SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any The Company will guarantee the payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposedtax indemnification provided pursuant to section 12(a) of the Executive's employment agreement with the Bank. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, the Executive's employment agreement with the Bank, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(asection 12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 section 12 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(asection 12(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 12(a), when increased by the amount of the payment made to the Executive under this Section 23(bsection 12(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(bsection 12(b) by the Executive, equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 12(a). The interest paid under this Section 23(bsection 12(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 12, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Lessee acknowledges that Lessor has executed this Lease, and that the Rent payable by Lessee under this Lease has been computed, upon the assumptions that Lessor will (i) be entitled to depreciation or cost recovery deductions ("MACRS Deductions") for Federal income tax purposes under the Modified Accelerated Cost Recovery System provided for in Section 23 shall apply if a change "in the ownership or effective control" 168 of the Company Internal Revenue Code of 1986, as amended (the "Code"), and depreciation or cost recovery deductions ("State Depreciation Deductions") for state income tax purposes for the Equipment Location, in each case on the ownership basis that (1) each Item of a substantial portion of the assetsEquipment constitutes "5-year property" of the Company occurs within the meaning of section 280G Section 168(e) of the Code. If this , (2) the initial tax basis for each Item of Equipment will be equal to the Total Cost, (3) deductions for each Item of Equipment will be computed by using the method specified in Section 23 applies168(b)(1) of the Code over the 5-year recovery period described in Section 168(c) of the Code, then and (4) the applicable convention for each Item of Equipment under Section 168(d) of the Code is the half-year convention; (ii) be entitled to deductions for Federal income tax purposes (available in the manner and as provided by Section 163 of the Code) for interest payable with respect to any taxable year indebtedness incurred by Lessor in which the Executive shall be liable for the payment connection with any financing by Lessor of an excise tax under section 4999 any portion of the Code with respect Total Cost of each Item of Equipment ("Interest Deductions"); and (iii) be subject to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or tax for the benefit of) the Executive, the Company shall pay each year at a composite Federal and Delaware corporate income tax rate equal to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the then highest effective marginal rate of income tax applicable to the Executive for corporations provided for under the Code for and the taxable year in question laws of Delaware (taking into account any phase-out or loss of deductionsthe "Highest Marginal Tax Rate"). The MACRS Deductions, personal exemptions State Depreciation Deductions and other similar adjustments); SLI = Interest Deductions are hereinafter collectively referred to as the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive"Tax Benefits". (b) Notwithstanding anything in this Lessee represents and warrants to Lessor that (i) each Item of Equipment constitutes "5-year property" within the meaning of Section 23 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B168(e) of the Code. To confirm that , (ii) Lessee shall not attempt to claim such Tax Benefits, (iii) at and after the proper amount, if any, was paid time of delivery of the Equipment to Lessee pursuant to this Lease the Lessee shall not claim any ownership or title in and to the Executive under Equipment, and (iv) Lessee has not, and will not, at any time after such delivery throughout the Term of this Section 23Lease, take any action or omit to take any action (whether or not the same is pern-dtted or required hereunder) which will result in the loss by Lessor of all or any part of such Tax Benefits. (c) If, as a result of any act, omission or misrepresentation of Lessee, (x) the Tax Benefits are lost, disallowed, deferred, eliminated, reduced, recaptured, compromised or otherwise unavailable to Lessor, (y) for Federal, foreign, state or local income tax purposes, any item of income, loss or deduction with respect to any Item of Equipment is treated as derived from, or allocable to, sources outside the United States, or (z) there shall be included in the gross income of Lessor for Federal, state or local income tax purposes any amount on account of any addition, modification, substitution or improvement to or in respect of any Item of Equipment made or paid for by Lessee (any of the foregoing being hereinafter a "Tax Loss"), then, within thirty (30) days of Lessee's receipt of written notice from Lessor that such a Tax Loss has occurred, Lessee shall pay to Lessor an amount which, after deduction therefrom of all taxes to be paid in respect of the receipt thereof, will enable Lessor to receive the same Net Economic Return (as hereinafter defined) that Lessor would have realized on this Lease had such Tax Loss (together with any interest, penalties or additions to tax) not occurred. Any event which, by the terms of this Lease, requires payment by Lessee to Lessor of the Stipulated Loss Value of the Equipment shall not constitute the act of Lessee for purpose of the foregoing sentence. (d) As used in this Section, the Executive term "Net Economic Return" shall furnish mean Lessor's net after-tax yield, aggregate after-tax cash flow and return on assets, based on (i) the assumptions used by Lessor in originally calculating Rent and Stipulated Loss Value percentages, including the assumptions set forth above (as such assumptions may have been revised pursuant to the Company a copy last sentence of this subsection) and (ii) the Highest Marginal Tax Rate actually in effect during each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before year from the date on of such original calculations to the date of such Tax Loss, both dates inclusive. In the event Lessor shall suffer a Tax Loss with respect to which such return Lessee is required to pay an indemnity hereunder, and the full amount of such indemnity has been paid or provided for hereunder, the aforesaid assumptions, without further act of the parties hereto, shall thereupon be filed with and be deemed to be amended, if and to the Internal Revenue Service.extent appropriate, to reflect such Tax Loss. ________________________________________________________________________________

Tax Indemnification. (a) This Section 23 15 shall apply if Executive's employment is terminated upon or following (i) a Change in Control (as defined in Section 14 of this Agreement); or (ii) a change "in the ownership or effective control" of the Holding Company or the Bank or "in the ownership of a substantial portion of the assets" of the Holding Company occurs or the Bank within the meaning of section Section 280G of the Code. If this Section 23 15 applies, then with respect to then, if for any taxable year in which the year, Executive shall be liable for the payment of an excise tax under section Section 4999 of the Code with respect to any payment in the nature of compensation made by the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank to (or for the benefit of) the Executive, the Holding Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2315; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section Section 4999 of the Code will be assessed, the payment determined under this Section 23(a15(a) shall be made to the Executive on the earlier of (i) the date the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 15 to the contrary, in the event that the Executive's liability for the excise tax under section Section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a15(a), the Executive or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a15(a), when increased by the amount of the payment made to the Executive under this Section 23(b15(b) by the Holding Company, or when reduced by the amount of the payment made to the Holding Company under this Section 23(b15(b) by the Executive, equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(a15(a). The interest paid under this Section 23(b15(b) shall be determined at the rate provided under section Section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 2315, the Executive shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a change "in If the ownership payments and benefits pursuant to this Agreement, either alone or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then together with respect to any taxable year in other payments and benefits which the Executive shall be liable for has the payment of an excise tax under section 4999 right to receive from the Employer and their subsidiaries, would constitute a “parachute payment” as defined in Section 280G(b)(2) of the Code with respect to any payment in (the nature of compensation made by the Company“Initial Parachute Payment”), the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, then the Company shall pay to the Executive an Executive, at the time such payments or benefits are paid and subject to applicable withholding requirements, a lump sum cash amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [sum of the following: (FI x i) twenty (1 - SLI)20) + SLI + E + M] where E = percent (or such other percentage equal to the tax rate at which the excise tax is assessed under section imposed by Section 4999 of the Code; P = ) of the amount by which the Initial Parachute Payment exceeds the Executive’s “base amount” from the Employer and their subsidiaries (including their predecessors), as defined in Section 280G (b)(3) of the Code, with respect the difference between the Initial Parachute Payment and the Executive’s base amount being hereinafter referred to which as the “Initial Excess Parachute Payment”; and (ii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (i) above and on any payments under this clause (ii). In computing such tax allowance, the payment to be made under clause (i) above shall be multiplied by the “gross up percentage” (“GUP”). The GUP shall be determined as follows: Tax Rate GUP = 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate (including Social Security and Medicare taxes), including any applicable excise tax is assessedrate, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under in the Code for the taxable year in question which the payment under clause (taking into account any i) above is made, and shall also reflect the phase-out or loss of deductions, personal exemptions deductions and other similar adjustments); SLI = the sum ability to deduct certain of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executivetaxes. (b) Notwithstanding anything the foregoing, if it shall subsequently be determined in this Section 23 a final judicial determination or a final administrative settlement to which the contrary, in the event Executive is a party that the Executive's liability for the excise tax under section 4999 actual excess parachute payment as defined in Section 280G(b)(1) of the Code for a taxable year (before giving effect to the payments under Sections 12(a)(i) and (ii) above) is subsequently determined different from the Initial Excess Parachute Payment (such different amount being hereafter referred to be different than as the “Determinative Excess Parachute Payment”), then the Company’s independent tax counsel or accountants shall determine the amount determined by (the formula (X + P“Adjustment Amount”) x E, where X, P and E have the meanings provided in Section 23(a), which either the Executive must pay to the Company or the Company must pay to the Executive in order to put the Executive (or the Company, as the case may be) in the same position the Executive (or the Company, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been so determined, the Company shall pay the Adjustment Amount to the other party at Executive or the time Executive shall repay the Adjustment Amount to the Company, as the case may be. (c) In each calendar year that the amount Executive receives payments of benefits that constitute a parachute payment, the Executive shall report on his state and federal income tax returns such excise information as is consistent with the determination made by the independent tax is finally determinedcounsel or accountants of the Company as described above. The Company shall indemnify and hold the Executive harmless from any and all losses, an appropriate amountcosts and expenses (including without limitation, plus reasonable attorneys’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Company to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 12 is being reviewed or is in dispute. The Company shall assume control at its expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section 12) and the Executive shall cooperate fully with the Company in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Company may have in connection therewith without the prior consent of the Company. (d) The Executive hereby agrees with the Employer and any successor thereto to in good faith consider and take steps commonly used to minimize or eliminate any tax liability or costs that would otherwise be created by the tax indemnification provisions set forth in Section 12 of this Agreement if requested to do so by the Employer or any successor thereto; provided, however,that the payment made under Section 23(a)foregoing language shall neither require the Executive to take or not take any specific action in furtherance thereof nor contravene, when increased by the amount of the payment made limit or remove any right or privilege provided to the Executive under this Section 23(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue ServiceAgreement.

Tax Indemnification. (a) This Section 23 shall apply if a change "in If the ownership payments and benefits pursuant to this Agreement, either alone or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then together with respect to any taxable year in other payments and benefits which the Executive shall be liable for has the payment of an excise tax under section 4999 right to receive from the Employer and their subsidiaries, would constitute a “parachute payment” as defined in Section 280G(b)(2) of the Code with respect to any payment in (the nature of compensation made by the Company“Initial Parachute Payment”), the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, then the Company shall pay to the Executive an Executive, at the time such payments or benefits are paid and subject to applicable withholding requirements, a lump sum cash amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [sum of the following: (FI x i) twenty (1 - SLI)20) + SLI + E + M] where E = percent (or such other percentage equal to the tax rate at which the excise tax is assessed under section imposed by Section 4999 of the Code; P = ) of the amount by which the Initial Parachute Payment exceeds the Executive’s “base amount” from the Employer and their subsidiaries (including their predecessors), as defined in Section 280G (b)(3) of the Code, with respect the difference between the Initial Parachute Payment and the Executive’s base amount being hereinafter referred to which as the “Initial Excess Parachute Payment”; and (ii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state and federal income and excise taxes on the payment provided under clause (i) above and on any payments under this clause (ii). In computing such tax allowance, the payment to be made under clause (i) above shall be multiplied by the “gross up percentage” (“GUP”). The GUP shall be determined as follows: Tax Rate GUP = 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate (including Social Security and Medicare taxes), including any applicable excise tax is assessedrate, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under in the Code for the taxable year in question which the payment under clause (taking into account any i) above is made, and shall also reflect the phase-out or loss of deductions, personal exemptions deductions and other similar adjustments); SLI = the sum ability to deduct certain of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executivetaxes. (b) Notwithstanding anything the foregoing, if it shall subsequently be determined in this Section 23 a final judicial determination or a final administrative settlement to which the contrary, in the event Executive is a party that the Executive's liability for the excise tax under section 4999 actual excess parachute payment as defined in Section 280G(b)(1) of the Code for a taxable year (before giving effect to the payments under Sections 12(a)(i) and (ii) above) is subsequently determined different from the Initial Excess Parachute Payment (such different amount being hereafter referred to be different than as the “Determinative Excess Parachute Payment”), then the Company’s independent tax counsel or accountants shall determine the amount determined by (the formula (X + P“Adjustment Amount”) x E, where X, P and E have the meanings provided in Section 23(a), which either the Executive must pay to the Company or the Company must pay to the Executive in order to put the Executive (or the Company, as the case may be) in the same position the Executive (or the Company, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) days after the Adjustment Amount has been so determined, the Company shall pay the Adjustment Amount to the other party at Executive or the time Executive shall repay the Adjustment Amount to the Company, as the case may be. (c) In each calendar year that the amount Executive receives payments of benefits that constitute a parachute payment, the Executive shall report on her state and federal income tax returns such excise information as is consistent with the determination made by the independent tax is finally determinedcounsel or accountants of the Company as described above. The Company shall indemnify and hold the Executive harmless from any and all losses, an appropriate amountcosts and expenses (including without limitation, plus reasonable attorneys’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by the Company to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 12 is being reviewed or is in dispute. The Company shall assume control at its expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section 12) and the Executive shall cooperate fully with the Company in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Company may have in connection therewith without the prior consent of the Company. (d) The Executive hereby agrees with the Employer and any successor thereto to in good faith consider and take steps commonly used to minimize or eliminate any tax liability or costs that would otherwise be created by the tax indemnification provisions set forth in Section 12 of this Agreement if requested to do so by the Employer or any successor thereto; provided, however,that the payment made under Section 23(a)foregoing language shall neither require the Executive to take or not take any specific action in furtherance thereof nor contravene, when increased by the amount of the payment made limit or remove any right or privilege provided to the Executive under this Section 23(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue ServiceAgreement.

Tax Indemnification. (a) This Section 23 section 12 shall apply if Executive's employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or the Bank or "in the ownership of a substantial portion of the assets" of the Company occurs or the Bank within the meaning of section 280G of the Code. If this Section 23 section 12 applies, then with respect to then, if for any taxable year in which the year, Executive shall be liable for the payment of an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended ("Code") with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank to (or for the benefit of) the Executive, it shall be the sole obligation and responsibility of the Company shall to pay to the Executive an amount equal to X X, determined under the following formula: X = E x P ------------------------------------------------- --------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section sec tion 4999 of the Code will be assessed, the payment determined under this Section 23(asection 12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 section 12 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(asection 12(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 12(a), when increased by the amount of the payment made to the Executive under this Section 23(bsection 12(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(bsection 12(b) by the Executive, equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 12(a). The interest paid under this Section 23(bsection 12(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 12, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 section 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank Company or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- X = ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank Company or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 section 12 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(asection 12(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 12(a), when increased by the amount of the payment made to the Executive under this Section 23(bsection 12(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(bsection 12(b) by the Executive, equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 12(a). The interest paid under this Section 23(bsection 12(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 12, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a change "in the ownership or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive's employment terminates following a Change of Control (as defined in Section 11) and is entitled to the benefits described in section 11(b), the Company shall pay to the Executive (or in the event of her death, her estate) an additional amount equal intended to X indemnify her against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of her termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to the Executive's termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by the Executive, unless, prior to such date, the Company delivers to the Executive the written opinion, in form and substance reasonably satisfactory to the Executive, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to the Executive, to the effect that the Executive has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the "Opinion Letter"). If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a)Tax Indemnity Payment is made, the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 12(b), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Companysection 12(c), or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executivesection 12(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(athis section 12(c). The interest paid to the Company under this Section 23(bsection 12(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to the Executive shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 12, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company any right to control or otherwise participate in any action, suit or proceeding to which the Executive is a party as a result of positions taken on his federal income tax return with respect to her liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Holding Company or the Bank or "in the ownership of a substantial portion of the assets" of the Holding Company occurs or the Bank within the meaning of section 280G of the Code. If this Section 23 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank to (or for the benefit of) the Executive, the Holding Company shall pay to the Executive an amount equal to X X, determined under the following formula: X = E x P ------------------------------------------------- -------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(asection 12(a) shall be made to the Executive on the earlier of (i) the date the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 section 12 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(asection 12(a), the Executive or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 12(a), when increased by the amount of the payment made to the Executive under this Section 23(bsection 12(b) by the Holding Company, or when reduced by the amount of the payment made to the Holding Company under this Section 23(bsection 12(b) by the Executive, equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 12(a). The interest paid under this Section 23(bsection 12(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 12, the Executive shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveAdditional Termination Entitlements, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal (the "Tax Indemnity Payment") intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- X = ________________________________________ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2315; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of Section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 meaning of Section 280G of the Code had been imposed. Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to the Executive's termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 Section 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by the Executive, unless, prior to such date, the Company delivers to the Executive the written opinion, in form and substance reasonably satisfactory to the Executive, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company and reasonably satisfactory to the Executive, to the effect that the Executive has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of Section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under Section 4999 of the Code with respect to such payment or benefit (the "Opinion Letter"). If the Company delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's liability for the excise tax under section Section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a)Tax Indemnity Payment is made, the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a15(b), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Company15(c), or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executive15(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(a15(a). The interest paid to the Company under this Section 23(b15(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to the Executive shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive under this Section 2315, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company any right to control or otherwise participate in any action, suit or proceeding to which the Executive is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (a) This Section 23 shall apply if a change "If Xx. Xxxxxxxx'x employment terminates under circumstances entitling him (or in the ownership event of his death, his estate) to the payments or effective control" of benefits under Section 11(b), the Company or "the Bank shall pay to Xx. Xxxxxxxx (or in the ownership event of a substantial portion his death, his estate) an additional amount intended to indemnify him against the financial effects of the assets" of the Company occurs within the meaning of excise tax imposed on excess parachute payments under section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section and 4999 of the Code with respect to any payment in (the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company "Tax Indemnity Payment"). The Tax Indemnity Payment shall pay to the Executive an amount equal to X be determined under the following formula: X = E x X P ------------------------------------------------- ------------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2314; FI = the highest effective marginal rate of income tax applicable to the Executive Xx. Xxxxxxxx under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive Xx. Xxxxxxxx under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive Xx. Xxxxxxxx under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company or the Bank by an attorney or a firm of independent certified public accountants selected by Xx. Xxxxxxxx and reasonably satisfactory to fully indemnify the Executive Company (the "Tax Advisor") and shall be based on an after-tax basis so the following assumptions: (i) that the Executive would be a change in ownership, a change in effective ownership or control, or a change in the same after-tax financial position in which he would have been if no excise tax under ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 4999 280G of the Code had been imposed(a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon Xx. Xxxxxxxx on account of his termination of employment are "parachute payments" within the meaning of section 280G of the Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to Xx. Xxxxxxxx'x termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive Xx. Xxxxxxxx on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by Xx. Xxxxxxxx, unless, prior to such date, the ExecutiveCompany or the Bank delivers to Xx. Xxxxxxxx the written opinion, in form and substance reasonably satisfactory to him, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company or the Bank and reasonably satisfactory to Xx. Xxxxxxxx, to the effect that Xx. Xxxxxxxx has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the "Opinion Letter"). If the Company or the Bank delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company or the Bank shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's Xx. Xxxxxxxx'x liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x ETax Indemnity Payment is made, where X, P and E have the meanings provided in Section 23(a), the Executive Xx. Xxxxxxxx or the CompanyCompany or the Bank, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 16(b), when increased by the amount of the payment made to by the Executive Company or the Bank under this Section 23(bsection 16(c) by the Company, or when reduced decreased by the amount of the payment made to the Company by Xx. Xxxxxxxx under this Section 23(b) by the Executivesection 16(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive Xx. Xxxxxxxx under Section 23(asection 16(a). The interest paid to the Company under this Section 23(bsection 16(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to Xx. Xxxxxxxx shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive Xx. Xxxxxxxx under this Section 23section 16, the Executive Xx. Xxxxxxxx shall furnish to the Company or the Bank a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company or the Bank any right to control or otherwise participate in any action, suit or proceeding to which Xx. Xxxxxxxx is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (a) This Section 23 shall apply if a change "If Xx. Xxxxx'x employment terminates under circumstances entitling him (or in the ownership event of his death, his estate) to the payments or effective control" of benefits under Section 11(b), the Company or "the Bank shall pay to Xx. Xxxxx (or in the ownership event of a substantial portion his death, his estate) an additional amount intended to indemnify him against the financial effects of the assets" of the Company occurs within the meaning of excise tax imposed on excess parachute payments under section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section and 4999 of the Code with respect to any payment in (the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company "Tax Indemnity Payment"). The Tax Indemnity Payment shall pay to the Executive an amount equal to X be determined under the following formula: X = E x X P ------------------------------------------------- -------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2314; FI = the highest effective marginal rate of income tax applicable to the Executive Xx. Xxxxx under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive Xx. Xxxxx under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive Xx. Xxxxx under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company or the Bank by an attorney or a firm of independent certified public accountants selected by Xx. Xxxxx and reasonably satisfactory to fully indemnify the Executive Company (the "Tax Advisor") and shall be based on an after-tax basis so the following assumptions: (i) that the Executive would be a change in ownership, a change in effective ownership or control, or a change in the same after-tax financial position in which he would have been if no excise tax under ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 4999 280G of the Code had been imposed(a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon Xx. Xxxxx on account of his termination of employment are "parachute payments" within the meaning of section 280G of the Code; and (iii) that no portion of such payments is reasonable compensation for services rendered prior to Xx. Xxxxx'x termination of employment. (b) With respect to any payment in the nature of compensation that is made presumed to (or be a parachute payment for the benefit of) the Executive under the terms purposes of this Agreement or otherwise and on which an excise tax under section 4999 280G of the Code will be assessedCode, the payment determined under this Section 23(a) Tax Indemnity Payment shall be made to the Executive Xx. Xxxxx on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, tax or (ii) the date the tax is required to be paid by Xx. Xxxxx, unless, prior to such date, the ExecutiveCompany or the Bank delivers to Xx. Xxxxx the written opinion, in form and substance reasonably satisfactory to him, of the Tax Advisor or of an attorney or firm of independent certified public accountants selected by the Company or the Bank and reasonably satisfactory to Xx. Xxxxx, to the effect that Xx. Xxxxx has a reasonable basis on which to conclude that (i) no 280G Change in Control has occurred, or (ii) all or part of the payment or benefit in question is not a parachute payment for purposes of section 280G of the Code, or (iii) all or a part of such payment or benefit constitutes reasonable compensation for services rendered prior to the 280G Change of Control, or (iv) for some other reason which shall be set forth in detail in such letter, no excise tax is due under section 4999 of the Code with respect to such payment or benefit (the "Opinion Letter"). If the Company or the Bank delivers an Opinion Letter, the Tax Advisor shall recompute, and the Company or the Bank shall make, the Tax Indemnity Payment in reliance on the information contained in the Opinion Letter. (bc) Notwithstanding anything in this Section 23 to the contrary, in In the event that the Executive's Xx. Xxxxx'x liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by with respect to which the formula (X + P) x ETax Indemnity Payment is made, where X, P and E have the meanings provided in Section 23(a), the Executive Xx. Xxxxx or the CompanyCompany or the Bank, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 16(b), when increased by the amount of the payment made to by the Executive Company or the Bank under this Section 23(bsection 16(c) by the Company, or when reduced decreased by the amount of the payment made to the Company by Xx. Xxxxx under this Section 23(b) by the Executivesection 16(c), equals the amount that, it is finally determined, that should have properly been paid to the Executive Xx. Xxxxx under Section 23(asection 16(a). The interest paid to the Company under this Section 23(bsection 16(c) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. The payment made to Xx. Xxxxx shall include such amount of interest as is necessary to satisfy any interest assessment made by the Internal Revenue Service and an additional amount equal to any monetary penalties assessed by the Internal Revenue Service on account of an underpayment of the excise tax. To confirm that the proper amount, if any, was paid to the Executive Xx. Xxxxx under this Section 23section 16, the Executive Xx. Xxxxx shall furnish to the Company or the Bank a copy of each tax return which reflects a liability for an excise tax payment made by the Companytax, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service. Nothing in this Agreement shall give the Company or the Bank any right to control or otherwise participate in any action, suit or proceeding to which Xx. Xxxxx is a party as a result of positions taken on his federal income tax return with respect to his liability for excise taxes under section 4999 of the Code.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or the Commercial Bank or "in the ownership of a substantial portion of the assets" of the Company occurs or the Commercial Bank within the meaning of section 280G of the Code. If this Section 23 section 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Commercial Bank or any direct or indirect subsidiary or affiliate of the Company or the Commercial Bank to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Commercial Bank or any direct or indirect subsidiary or affiliate of the Company or the Commercial Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 section 12 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(asection 12(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 12(a), when increased by the amount of the payment made to the Executive under this Section 23(bsection 12(b) by the CompanyCompany or the Commercial Bank, or when reduced by the amount of the payment made to the Company or the Commercial Bank under this Section 23(bsection 12(b) by the Executive, equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 12(a). The interest paid under this Section 23(bsection 12(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 12, the Executive shall furnish to the Company and the Commercial Bank a copy of each tax return which reflects a liability for an excise tax payment made by the CompanyCompany or the Commercial Bank, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a change "in If the ownership payments and benefits pursuant to this Agreement, either alone or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then together with respect to any taxable year in other payments and benefits which the Executive shall be liable for has the payment right to receive from the Company and its subsidiaries (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 4(b) or 5(c) of an excise tax under section 4999 the Bank Employment Agreement), would constitute a “parachute payment” as defined in Section 280G(b)(2) of the Code with respect to any payment in (the nature of compensation made by the Company“Initial Parachute Payment”), the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, then the Company shall pay to the Executive an Executive, within ten (10) business days after the date of termination and subject to applicable withholding requirements, a lump sum cash amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [sum of the following: (FI x i) twenty (1 - SLI)20) + SLI + E + M] where E = percent (or such other percentage equal to the tax rate at which the excise tax is assessed under section imposed by Section 4999 of the Code; P = ) of the amount by which the Initial Parachute Payment exceeds the Executive’s “base amount” from the Company and its subsidiaries, as defined in Section 280G(b)(3) of the Code, with respect the difference between the Initial Parachute Payment and the Executive’s base amount being hereinafter referred to which as the “Initial Excess Parachute Payment”; and (ii) such additional amount (tax allowance) as may be necessary to compensate the Executive for the payment by the Executive of state, local and federal income and excise taxes on the payment provided under clause (i) above and on any payments under this clause (ii). In computing such tax allowance, the payment to be made under clause (i) above shall be multiplied by the “gross up percentage” (“GUP”). The GUP shall be determined as follows: GUP = 1- Tax Rate The Tax Rate for purposes of computing the GUP shall be the highest marginal federal, state and local income and employment-related tax rate (including Social Security and Medicare taxes), including any applicable excise tax is assessedrate, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under in the Code for the taxable year in question which the payment under clause (taking into account any i) above is made, and shall also reflect the phase-out or loss of deductions, personal exemptions deductions and other similar adjustments); SLI = the sum ability to deduct certain of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executivetaxes. (b) Notwithstanding anything the foregoing, if it shall subsequently be determined in this Section 23 a final judicial determination or a final administrative settlement to which the contrary, in the event Executive is a party that the Executive's liability for the excise tax under section 4999 actual excess parachute payment as defined in Section 280G(b)(1) of the Code for a taxable year (before giving effect to the payments under Sections 12(a)(i) and (ii) above) is subsequently determined different from the Initial Excess Parachute Payment (such different amount being hereafter referred to be different than as the “Determinative Excess Parachute Payment”), then the Company’s independent tax counsel or accountants shall determine the amount determined by (the formula (X + P“Adjustment Amount”) x E, where X, P and E have the meanings provided in Section 23(a), which either the Executive must pay to the Company or the Company must pay to the Executive in order to put the Executive (or the Company, as the case may be) in the same position the Executive (or the Company, shall pay as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the other party at Determinative Excess Parachute Payment. In determining the time that Adjustment Amount, the amount of such excise independent tax is finally determined, an appropriate amount, plus counsel or accountants shall take into account any and all taxes (including any penalties and interest, such that ) paid by or for the payment made under Section 23(a), when increased by the amount of the payment made Executive or refunded to the Executive under this Section 23(bor for the Executive’s benefit. As soon as practicable after the Adjustment Amount has been so determined, and in no event more than thirty (30) by days after the Adjustment Amount has been so determined, the Company shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Company, or when reduced by as the amount of the payment made to the Company under this Section 23(bcase may be. (c) by the Executive, equals the amount that, it is finally determined, should have properly been paid to In each calendar year that the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) receives payments of the Code. To confirm benefits that the proper amount, if any, was paid to the Executive under this Section 23constitute a parachute payment, the Executive shall furnish to report on his state, local and federal income tax returns such information as is consistent with the Company a copy of each tax return which reflects a liability for an excise tax payment determination made by the Companyindependent tax counsel or accountants of the Company as described above. The Company shall indemnify and hold the Executive harmless from any and all losses, at least 20 days before costs and expenses (including without limitation, reasonable attorneys’ fees, interest, fines and penalties) which the date on which Executive incurs as a result of so reporting such return is required information, with such indemnification to be filed paid by the Company to the Executive as soon as practicable and in any event no later than March 15 of the year immediately following the year in which the amount subject to indemnification was determined. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 12 is being reviewed or is in dispute. The Company shall assume control at its expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section 12) and the Executive shall cooperate fully with the Internal Revenue ServiceCompany in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Company may have in connection therewith without the prior consent of the Company.

Tax Indemnification. The Employers shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (aincluding without limitation, reasonable attorney’s fees, reasonable accountant’s fees, interest, fines and penalties of any kind) This Section 23 shall apply if which the Executive incurs as a change "in the ownership result of any administrative or effective control" judicial review of the Company or "in the ownership of a substantial portion Executive’s liability under Section 4999 of the assets" Code by the Internal Revenue Service or any comparable state agency through and including a final judicial determination or final administrative settlement of any dispute arising out of the Company occurs within Executive’s liability for the meaning Excise Tax or otherwise relating to the classification for purposes of section Section 280G of the Code. If this Section 23 applies, then with respect to Code of any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any Covered Benefits or other payment or benefit in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay provided to the Executive an amount equal to X determined under by the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = Employers or any affiliate. The Executive shall promptly notify the rate at Employers in writing whenever the Executive receives notice of the commencement of any judicial or administrative proceeding, formal or informal, in which the excise federal tax is assessed treatment under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposedof any amount paid or payable under this Agreement or otherwise is being reviewed or is in dispute (including a notice of audit or other inquiry concerning the reporting of the Executive’s liability under Section 4999). With The Employers may assume control at their expenses over all legal and account matters pertaining to such federal or state tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to the Covered Benefits or other payment or benefit in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made provided to the Executive on by the earlier of (iEmployers) and the date Executive shall cooperate fully with the Company, Employers in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Bank or any direct or indirect subsidiary or affiliate Employers may have in connection therewith without prior consent of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 to the contrary, in Employers. In the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined Employers elect not to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a)assume all control over such matters, the Executive or the Company, as the case may be, Employers shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a), when increased by the amount of the payment made to promptly reimburse the Executive under this Section 23(b) by the Company, or for all expenses related thereto as and when reduced by the amount incurred upon presentation of the payment made to the Company under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Serviceappropriate documentation relating thereto.

Tax Indemnification. (a) This Section 23 section 13 shall apply if the Executive’s employment is terminated upon or following (i) a Change of Control (as defined in section 12 of this Agreement); or (ii) a change "“in the ownership or effective control" ” of the Company or "the Bank or “in the ownership of a substantial portion of the assets" ” of the Company occurs or the Bank within the meaning of section 280G of the Code. If this Section 23 section 13 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] X where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 13; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a13(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 section 13 to the contrary, in the event that the Executive's ’s liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(asection 13(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 13(a), when increased by the amount of the payment made to the Executive under this Section 23(bsection 13(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(bsection 13(b) by the Executive, equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 13(a). The interest paid under this Section 23(bsection 13(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 13, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 shall apply if a at the relevant date and during the six-month period ending on the relevant date, the Bank was in compliance with all applicable minimum capital requirements imposed upon the Bank by federal or state regulatory authorities, taking into account any phase-in period, grandfather rights or similar provisions that are applicable to the Bank. For purposes of the preceding sentence, the term "relevant date" shall mean the day before the date on which the change "in the ownership or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section Section 280G of the Code. If this Section 23 applies, then with respect to if, for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section Section 4999 of the Code Code, with respect to any payment in the nature of compensation made by the -13- 15 Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- --------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section Section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section Section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a), the Executive or the Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a), when increased by the amount of the payment made to the Executive under this Section 23(b) by the Company, or when reduced by the amount of the payment made to the Company under this Section 23(b) by the Executive, equals the amount that, it is finally determined, should have properly been paid to the Executive under Section 23(a). The interest paid under this Section 23(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23, the Executive shall furnish to the Company a copy of each tax return which reflects a liability for an excise tax payment made by the Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Holding Company or the Association or "in the ownership of a substantial portion of the assets" of the Holding Company occurs or the Association within the meaning of section 280G of the Code. If this Section 23 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Holding Company, the Bank Association or any direct or indirect subsidiary or affiliate of the Holding Company or the Association to (or for the benefit of) the Executive, the Holding Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- X = ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(asection 12(a) shall be made to the Executive on the earlier of (i) the date the Holding Company, the Bank Association or any direct or indirect subsidiary or affiliate of the Holding Company or the Association is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 section 12 to the contrary, in the event that the Executive's liability for the excise tax under section 4999 of the Code for a taxable year is subsequently subse quently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(asection 12(a), the Executive or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(asection 12(a), when increased by the amount of the payment made to the Executive under this Section 23(bsection 12(b) by the Holding Company, or when reduced by the amount of the payment made to the Holding Company under this Section 23(bsection 12(b) by the Executive, equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(asection 12(a). The interest paid under this Section 23(bsection 12(b) shall be determined at the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 23section 12, the Executive shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.

Tax Indemnification. (a) This Section 23 16 shall apply if Executive's employment is terminated upon or following (i) a Change in Control (as defined in Section 15 of this Agreement); or (ii) a change "in the ownership or effective control" of the Holding Company or the Bank or "in the ownership of a substantial portion of the assets" of the Holding Company occurs or the Bank within the meaning of section Section 280G of the Code. If this Section 23 16 applies, then with respect to then, if for any taxable year in which the year, Executive shall be liable for the payment of an excise tax under section Section 4999 of the Code with respect to any payment in the nature of compensation made by the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank to (or for the benefit of) the Executive, the Holding Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- X= ----------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2315; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section Section 4999 of the Code will be assessed, the payment determined under this Section 23(a16(a) shall be made to the Executive on the earlier of (i) the date the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive. (b) Notwithstanding anything in this Section 23 16 to the contrary, in the event that the Executive's liability for the excise tax under section Section 4999 of the Code for a taxable year is subsequently subse quently determined to be different than the amount determined by the formula (X + P) x E, where X, P and E have the meanings provided in Section 23(a16(a), the Executive or the Holding Company, as the case may be, shall pay to the other party at the time that the amount of such excise tax is finally determined, an appropriate amount, plus interest, such that the payment made under Section 23(a16(a), when increased by the amount of the payment made to the Executive under this Section 23(b16(b) by the Holding Company, or when reduced by the amount of the payment made to the Holding Company under this Section 23(b16(b) by the Executive, equals the amount that, it is finally determined, that should have properly been paid to the Executive under Section 23(a16(a). The interest paid under this Section 23(b16(b) shall be determined at the rate provided under section Section 1274(b)(2)(B) of the Code. To confirm that the proper amount, if any, was paid to the Executive under this Section 2316, the Executive shall furnish to the Holding Company a copy of each tax return which reflects a liability for an excise tax payment made by the Holding Company, at least 20 days before the date on which such return is required to be filed with the Internal Revenue Service.