Common use of Determination by Auditors Clause in Contracts

Determination by Auditors. All mathematical determinations and all determinations of whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code) that are required to be made under this Agreement, including all determinations of whether an Excise Tax Restoration Payment is required, of the amount of such Excise Tax Restoration Payment and of amounts relevant to the last sentence of subsection (c), shall be made by the independent auditors retained by the Company most recently prior to the relevant change in control and subject to the Executive's reasonable approval (the "Auditors"), who shall provide their determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Excise Tax Restoration Payment and any other relevant matters, both to the Company and to the Executive within seven business days of the Executive's termination date, if applicable, or such earlier time as is requested by the Company or by the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Auditors determine that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written statement that such Auditors have concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive has substantial authority not to report any Excise Tax on the Executive's federal income tax return. If an Excise Tax Restoration Payment is determined to be payable, it shall be paid to the Executive within five business days after the Determination is delivered to the Company or the Executive. Any determination by the Auditors shall be binding upon the Company and the Executive, absent manifest error.

Determination by Auditors. All mathematical determinations and all determinations of whether any of the Total Payments are "parachute payments" (within the meaning of Section section 280G of the Code) that are required to be made under this AgreementSection 2.3, including all determinations of whether an Excise Tax Restoration a Gross-Up Payment is required, of the amount of such Excise Tax Restoration Gross-Up Payment and of amounts relevant to the last sentence of subsection (c)this Section 2.3, shall be made by the independent auditors retained by the Company Employer most recently prior to the relevant change in of control and subject to the Executive's reasonable approval (the "Auditors"), who shall provide their determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Excise Tax Restoration Gross-Up Payment and any other relevant matters, matters both to the Company Employer and to the Executive within seven (7) business days of the Executive's termination date, if applicable, or on such earlier time as is requested by the Company Employer or by the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Auditors determine that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written statement that such Auditors have concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive has substantial authority not to report any Excise Tax on the Executive's federal income tax return. If an Excise Tax Restoration a Gross-Up Payment is determined to be payable, it shall be paid to the Executive within five (5) business days after the Determination is delivered to the Company Employer or the Executive. Any determination by the Auditors shall be binding upon the Company Employer and the Executive, absent manifest error.

Determination by Auditors. All mathematical determinations and all determinations of whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code) that are required to be made under this Agreement, including all determinations of whether an Excise Tax Restoration Payment is required, of the amount of such Excise Tax Restoration Payment and of amounts relevant to the last sentence of subsection (c), shall be made by the independent auditors retained by the Company most recently prior to the relevant change in control and subject to the ExecutiveEmployee's reasonable approval (the "Auditors"), who shall provide their determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Excise Tax Restoration Payment and any other relevant matters, both to the Company and to the Executive Employee within seven business days of the ExecutiveEmployee's termination date, if applicable, or such earlier time as is requested by the Company or by the Executive Employee (if the Executive Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Auditors determine that no Excise Tax is payable by the ExecutiveEmployee, it shall furnish the Executive Employee with a written statement that such Auditors have concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive Employee has substantial authority not to report any Excise Tax on the ExecutiveEmployee's federal income tax return. If an Excise Tax Restoration Payment is determined to be payable, it shall be paid to the Executive Employee within five business days after the Determination is delivered to the Company or the ExecutiveEmployee. Any determination by the Auditors shall be binding upon the Company and the ExecutiveEmployee, absent manifest error.

Determination by Auditors. All mathematical determinations and all determinations of whether any of the Total Payments are "parachute payments" (within the meaning of Section section 280G of the Code) that are required to be made under this Agreementagreement, including all determinations of whether an Excise Tax Restoration Payment is required, of the amount of such Excise Tax Restoration Payment and of amounts relevant to the last sentence of subsection (c)this agreement, shall be made by the independent auditors retained by the Company most recently prior to the relevant change in control and subject to the Executive's reasonable approval (the "Auditors"), who shall provide their determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Excise Tax Restoration Payment and any other relevant matters, both to the Company and to the Executive Employee within seven business days of the ExecutiveEmployee's termination date, if applicable, or such earlier time as is requested by the Company or by the Executive Employee (if the Executive Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Auditors determine that no Excise Tax is payable by the ExecutiveEmployee, it shall furnish the Executive Employee with a written statement that such Auditors have concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive Employee has substantial authority not to report any Excise Tax on the ExecutiveEmployee's federal income tax return. If an Excise Tax Restoration Payment is determined to be payable, it shall be paid to the Executive Employee within five business days after the Determination is delivered to the Company or the ExecutiveEmployee. Any determination by the Auditors shall be binding upon the Company and the ExecutiveEmployee, absent manifest error.. (c)

Determination by Auditors. All mathematical determinations and all determinations of whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G 28OG of the Code) that are required to be made under this AgreementSection 2, including all determinations of whether an Excise Tax Restoration a Gross-Up Payment is required, of the amount of such Excise Tax Restoration Gross-Up Payment and of amounts relevant to the last sentence of subsection (c)this Section 2, shall be made by the independent auditors retained by the Company Bank, most recently prior to the relevant change in control and subject to the Executive's reasonable approval Change of Control (the "Auditors"), who shall provide their determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Excise Tax Restoration Gross-Up Payment and any other relevant matters, both to the Company Bank and to the Executive Employee within seven (7) business days of the ExecutiveEmployee's termination date, if applicable, or such earlier time as is requested by the Company Bank or by the Executive Employee (if the Executive Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Auditors determine that no Excise Tax is payable by the ExecutiveEmployee, it shall furnish the Executive Employee with a written statement that such Auditors have concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive Employee has substantial authority not to report any Excise Tax on the ExecutiveEmployee's federal income tax return. If an Excise Tax Restoration a Gross- Up Payment is determined to be payable, it shall be paid to the Executive Employee within five (5) business days after the Determination is delivered to the Company Bank or the ExecutiveEmployee. Any determination by the Auditors shall be binding upon the Company Bank and the ExecutiveEmployee, absent manifest error.

Determination by Auditors. All mathematical determinations and all determinations of whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code) that are required to be made under this AgreementSection 2, including all determinations of whether an Excise Tax Restoration a Gross-Up Payment is required, of the amount of such Excise Tax Restoration Gross-Up Payment and of amounts relevant to the last sentence of subsection (c)this Section 2, shall be made by the independent auditors retained by the Company Bank, most recently prior to the relevant change in control and subject to the Executive's reasonable approval Change of Control (the "Auditors"), who shall provide their determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Excise Tax Restoration Gross-Up Payment and any other relevant matters, both to the Company Bank and to the Executive Employee within seven (7) business days of the ExecutiveEmployee's termination date, if applicable, or such earlier time as is requested by the Company Bank or by the Executive Employee (if the Executive Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Auditors determine that no Excise Tax is payable by the ExecutiveEmployee, it shall furnish the Executive Employee with a written statement that such Auditors have concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive Employee has substantial authority not to report any Excise Tax on the ExecutiveEmployee's federal income tax return. If an Excise Tax Restoration a GrossUp Payment is determined to be payable, it shall be paid to the Executive Employee within five (5) business days after the Determination is delivered to the Company Bank or the ExecutiveEmployee. Any determination by the Auditors shall be binding upon the Company Bank and the ExecutiveEmployee, absent manifest error.

Determination by Auditors. All mathematical determinations and all determinations of whether any of the Total Payments are "“parachute payments" ” (within the meaning of Section section 280G of the Code) that are required to be made under this Agreementagreement, including all determinations of whether an Excise Tax Restoration Payment is required, of the amount of such Excise Tax Restoration Payment and of amounts relevant to the last sentence of subsection (c)this agreement, shall be made by the independent auditors retained by the Company most recently prior to the relevant change in control and subject to the Executive's reasonable approval (the "“Auditors"”), who shall provide their determination (the "“Determination"”), together with detailed supporting calculations regarding the amount of any Excise Tax Restoration Payment and any other relevant matters, both to the Company and to the Executive Employee within seven business days of the Executive's Employee’s termination date, if applicable, or such earlier time as is requested by the Company or by the Executive Employee (if the Executive Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Auditors determine that no Excise Tax is payable by the ExecutiveEmployee, it shall furnish the Executive Employee with a written statement that such Auditors have concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive Employee has substantial authority not to report any Excise Tax on the Executive's Employee’s federal income tax return. If an Excise Tax Restoration Payment is determined to be payable, it shall be paid to the Executive Employee within five business days after the Determination is delivered to the Company or the ExecutiveEmployee. Any determination by the Auditors shall be binding upon the Company and the ExecutiveEmployee, absent manifest error.