Common use of Accounting Firm’s Determination Is Binding; Underpayment and Overpayment Clause in Contracts

Accounting Firm’s Determination Is Binding; Underpayment and Overpayment. The Determination by the Accounting Firm shall be binding on Southern Community Financial Corporation and the Executive. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by Southern Community Financial Corporation (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by Southern Community Financial Corporation (“Overpayment”). If, after a Determination by the Accounting Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred. The Underpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by Southern Community Financial Corporation to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for his Excise Tax according to Section 5.4(a), the Accounting Firm shall determine the amount of the Overpayment that has been made. The Overpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive to or for the benefit of Southern Community Financial Corporation. Provided that his expenses are reimbursed by Southern Community Financial Corporation, the Executive shall cooperate with any reasonable requests by Southern Community Financial Corporation in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.