Common use of Determination of Gross-Up Payment Clause in Contracts

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Company as may be designated by the Executive (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company, the Bank and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have been Payments, or such earlier time as is requested by the Company and the Bank. All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Bank. Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to the Executive within five days of (i) the later of the due date for the payments of 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 the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company and the Bank should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank exhaust their remedies pursuant to Section 14(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c)15(c) of this Agreement, all determinations required to be made under this Section 1415, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payments Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Company as may be designated by the Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company, the Bank Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have has been Paymentsa Payment, or such earlier time as is requested by the Company and the BankCompany. All fees and expenses of the Accounting Firm shall be borne solely by the Company and the BankCompany. Any Gross-Up Payment, as determined pursuant to this Section 1415, shall be paid by the Company to the Executive within five (5) business days of the later of (i) the later of the due date for the payments payment of any Excise Tax, and (ii) the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payments which Payment will not have been made by the Company and the Bank which should have been made ("an “Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank exhaust their exhausts its remedies pursuant to Section 14(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c4(c), all determinations required to be made under this Section 144, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payments Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Holding Company as may be designated by the Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company, the Bank Holding Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have has been Paymentsa Payment, or such earlier time as is requested by the Company and the BankHolding Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company and the BankHolding Company. Any Gross-Up Payment, as determined pursuant to this Section 144, shall be paid by the Holding Company to the Executive within five business days of the later of (i) the later of the due date for the payments payment of any Excise Tax, and or (ii) the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Holding Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payments which Payment will not have been made by the Holding Company and the Bank which should have been made ("an “Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Holding Company and the Bank exhaust their exhausts its remedies pursuant to Section 14(c4(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c2.4.3(c), all determinations required to be made under this Section 142.4.3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Company Bank as may be designated by the Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company, the Bank and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there have been Payments, or such earlier time as is requested by the Company and the Bank. All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Bank. Any Gross-Up Payment, as determined pursuant to this Section 142.4.3, shall be paid by the Company Bank to the Executive within five days of (i) the later of the due date for the payments of any Excise Tax, and (ii) the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code4999, at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company and the Bank should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank exhaust their exhausts its remedies pursuant to Section 14(c2.4.3(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Bank to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c15(c), all determinations required to be made under this Section 1415, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payments Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Company as may be designated by the Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company, the Bank and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have has been Paymentsa Payment, or such earlier time as is requested by the Company and the BankCompany. All fees and expenses of the Accounting Firm shall be borne solely by the Company and the BankCompany. Any Gross-Up Payment, as determined pursuant to this Section 1415, shall be paid by the Company to the Executive within five business days of the later of (i) the later of the due date for the payments payment of any Excise Tax, and (ii) the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payments which Payment will not have been made by the Company and the Bank which should have been made ("an “Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank exhaust their remedies pursuant to Section 14(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c15(c), all determinations required to be made under this Section 1415, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payments Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Company as may be designated by the Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company, the Bank Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have has been Paymentsa Payment, or such earlier time as is requested by the Company and the BankCompany. All fees and expenses of the Accounting Firm shall be borne solely by the Company and the BankCompany. Any Gross-Up Payment, as determined pursuant to this Section 1415, shall be paid by the Company to the Executive within five business days of the later of (i) the later of the due date for the payments payment of any Excise Tax, and (ii) the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payments which Payment will not have been made by the Company and the Bank which should have been made ("an “Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank exhaust their remedies pursuant to Section 14(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c4(c), all determinations required to be made under this Section 144, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payments Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Holding Company as may be designated by the Executive (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company, the Bank Holding Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have has been Paymentsa Payment, or such earlier time as is requested by the Company and the BankHolding Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company and the BankHolding Company. Any Gross-Up Payment, as determined pursuant to this Section 144, shall be paid by the Holding Company to the Executive within five business days of the later of (i) the later of the due date for the payments payment of any Excise Tax, and or (ii) the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Holding Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payments which Payment will not have been made by the Holding Company and the Bank which should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Holding Company and the Bank exhaust their exhausts its remedies pursuant to Section 14(c4(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c15(c), all determinations required to be made under this Section 1415, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payments Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Company and the Association as may be designated by the Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company, the Bank Association and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have has been Paymentsa Payment, or such earlier time as is requested by the Company and the BankAssociation. All fees and expenses of the Accounting Firm shall be borne solely by the Company and the BankAssociation. Any Gross-Up Payment, as determined pursuant to this Section 1415, shall be paid by the Company to the Executive within five business days of the later of (i) the later of the due date for the payments payment of any Excise Tax, and (ii) the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payments which Payment will not have been made by the Company and the Bank Association which should have been made ("an “Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank Association exhaust their remedies pursuant to Section 14(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company or the Association to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c15(c), all determinations required to be made under this Section 1415, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payments Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Company and the Association as may be designated by the Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company, the Bank Association and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have has been Paymentsa Payment, or such earlier time as is requested by the Company and the BankAssociation. All fees and expenses of the Accounting Firm shall be borne solely by the Company and the BankAssociation. Any Gross-Up Payment, as determined pursuant to this Section 1415, shall be paid by the Company to the Executive within five business days of the later of (i) the later of the due date for the payments payment of any Excise Tax, and (ii) the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payments which Payment will not have been made by the Company and the Bank Association which should have been made ("an “Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank Association exhaust their remedies pursuant to Section 14(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company or the Bank to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Company as may be designated by the Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company, the Bank and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have has been Payments, or such earlier time as is requested by the Company and the Bank. All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Bank. Any Gross-Up Payment, as determined pursuant to this Section 14Xxxxxxx 00, shall be xxxxx xx paid by the Company to the Executive within five days of (i) the later of the due date for the payments of any Excise Tax, and (ii) the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company and the Bank should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank exhaust their remedies pursuant to Section 14(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Company as may be designated by the Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company, the Bank and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have has been Payments, or such earlier time as is requested by the Company and the Bank. All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Bank. Any Gross-Up Payment, as determined pursuant to this Section 14Sxxxxxx 00, shall be xxxxx xx paid by the Company to the Executive within five days of (i) the later of the due date for the payments of any Excise Tax, and (ii) the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company and the Bank should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank exhaust their remedies pursuant to Section 14(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Company as may be designated by the Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company, the Bank and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have has been Payments, or such earlier time as is requested by the Company and the Bank. All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Bank. Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to the Executive within five days of (i) the later of the due date for the payments of any Excise Tax, and (ii) the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company and the Bank should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank exhaust their remedies pursuant to Section 14(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c15(c), all determinations required to be made under this Section 1415, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payments Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm or independent tax counsel reasonably acceptable to the Company and the Association as may be designated by the Executive (the "Accounting Consulting Firm") which shall provide detailed supporting calculations both to the Company, the Bank Association and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have has been Paymentsor will be a Payment, or such earlier time as is requested by the Company and the BankAssociation. All fees and expenses of the Accounting Consulting Firm shall be borne solely by the Company and the BankAssociation. Any Gross-Up Payment, as determined pursuant to this Section 1415, shall be paid by the Company to the Executive within five days at the same time a cash payment is made pursuant to Section 12(b) of (i) the later of the due date for the payments of any Excise Tax, and (ii) the receipt of the Accounting Firm's determinationthis Agreement. Any determination by the Accounting Consulting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Consulting Firm hereunder, it is possible that a Gross-Up Payments which Payment will not have been made by the Company and the Bank Association which should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank Association exhaust their remedies pursuant to Section 14(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Consulting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company or the Association to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c15(c), all determinations required to be made under this Section 1415, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payments Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm or independent tax counsel reasonably acceptable to the Company and the Association as may be designated by the Executive (the "Accounting “Consulting Firm"”) which shall provide detailed supporting calculations both to the Company, the Bank Association and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have has been Paymentsor will be a Payment, or such earlier time as is requested by the Company and the BankAssociation. All fees and expenses of the Accounting Consulting Firm shall be borne solely by the Company and the BankAssociation. Any Gross-Up Payment, as determined pursuant to this Section 1415, shall be paid by the Company to the Executive within five days at the same time a cash payment is made pursuant to Section 12(b) of (i) the later of the due date for the payments of any Excise Tax, and (ii) the receipt of the Accounting Firm's determinationthis Agreement. Any determination by the Accounting Consulting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Consulting Firm hereunder, it is possible that a Gross-Up Payments which Payment will not have been made by the Company and the Bank Association which should have been made ("an “Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank Association exhaust their remedies pursuant to Section 14(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Consulting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company or the Association to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c), all All determinations required to be made under this Section 144.1, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payments Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public the Company's regular independent accounting firm reasonably acceptable to the Company as may be designated by the Executive (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company, the Bank Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there have has been Paymentsa Payment, or such earlier time as is requested by the Company and Company. In the Bankevent that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the BankCompany. Any Gross-Up Payment, as determined pursuant to this Section 14, Payment shall be paid by the Company to the Executive within five 15 days of (i) the later of the due date for the payments of 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 the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company and the Bank should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank exhaust their remedies pursuant to Section 14(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c15(c), all determinations required to be made under this Section 1415, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payments Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Company and the Bank as may be designated by the Executive (the "“Accounting Firm"”) which shall provide detailed supporting calculations both to the Company, the Bank and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have has been Paymentsa Payment, or such earlier time as is requested by the Company and the Bank. All fees and expenses of the 55 Accounting Firm shall be borne solely by the Company and the Bank. Any Gross-Up Payment, as determined pursuant to this Section 1415, shall be paid by the Company to the Executive within five business days of the later of (i) the later of the due date for the payments payment of any Excise Tax, and (ii) the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payments which Payment will not have been made by the Company and the Bank which should have been made ("an “Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank exhaust their remedies pursuant to Section 14(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company or the Bank to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payments and the assumptions to be utilized in arriving at such determination, shall be made by a A nationally recognized certified public accounting firm reasonably acceptable to the Company or professional services firm with experience making such determinations, as may be designated by the Executive Company prior to the Change in Control (the "“Accounting Firm") which shall ”), will make an initial determination of whether the Company must pay a Gross-up Payment, and if so, the amounts of any such Gross-up Payment. The Accounting Firm will provide the Company and the Executive with the determination and detailed supporting calculations both to the Company, the Bank and the Executive documentation within fifteen (15) 15 business days of the receipt of notice from the Executive that there have has been Payments, a Payment or such earlier time as is requested by the Company. The Company and will pay the Bank. All fees and expenses of the Accounting Firm shall be borne solely Firm. The Executive will have the right to accept the determination, or to have the determination reviewed by a nationally recognized accounting firm selected by the Company and Executive, at the BankExecutive’s expense. Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to the Executive within five days of (i) the later The determination of the due date for the payments of any Excise Taxsecond accounting firm will be binding, final and (ii) the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon conclusive on the Company and the Executive. As a result of The Company will pay the uncertainty in the application of Gross-up Payment finally determined under this Section 4999 of the Code, at the time of the initial determination by the Accounting Firm hereunder, 6.2 within ten (10) days after it is possible finally determined or if earlier the date that it is due to the Internal Revenue Service or any other applicable taxing authority; provided that, the Gross-Up Payments Payment shall in all events be paid no later than the end of the Executive’s taxable year next following the Executive’s taxable year in which will not have been made by the Company Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Bank should have been made ("Underpayment"), consistent with Internal Revenue Service or any other applicable taxing authority. The Gross-Up Payment shall be paid to the calculations required to be made hereunder. In the event Executive; provided that the Company Company, in its sole discretion, may withhold and pay over to the Bank exhaust their remedies pursuant to Section 14(c) and the Executive thereafter is required to make a payment of Internal Revenue Service or any Excise Taxother applicable taxing authority, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c15(c), all determinations required to be made under this Section 1415, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payments Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm or independent tax counsel reasonably acceptable to the Company and the Bank as may be designated by the Executive (the "Accounting “Consulting Firm"”) which shall provide detailed supporting calculations both to the Company, the Bank and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have has been Paymentsor will be a Payment, or such earlier time as is requested by the Company and the Bank. All fees and expenses of the Accounting Consulting Firm shall be borne solely by the Company and the Bank. Any Gross-Up Payment, as determined pursuant to this Section 1415, shall be paid by the Company to the Executive within five days at the same time a cash payment is made pursuant to Section 12(b) of (i) the later of the due date for the payments of any Excise Tax, and (ii) the receipt of the Accounting Firm's determinationthis Agreement. Any determination by the Accounting Consulting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Consulting Firm hereunder, it is possible that a Gross-Up Payments which Payment will not have been made by the Company and the Bank which should have been made ("an “Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank exhaust their remedies pursuant to Section 14(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Consulting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company or the Bank to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 14(c)15(c) of this Agreement, all determinations required to be made under this Section 1415, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payments Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm or independent tax counsel reasonably acceptable to the Company as may be designated by the Executive (the "Accounting “Consulting Firm"”) which shall provide detailed supporting calculations both to the Company, the Bank Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there have has been Paymentsa Payment, or such earlier time as is requested by the Company and the BankCompany. All fees and expenses of the Accounting Consulting Firm shall be borne solely by the Company and the BankCompany. Any Gross-Up Payment, as determined pursuant to this Section 1415, shall be paid by the Company to the Executive within five (5) business days of the later of (i) the later of the due date for the payments payment of any Excise Tax, and (ii) the receipt of the Accounting Consulting Firm's ’s determination, provided however that the Gross-Up Payment shall be made no later than December 31 of the calendar year immediately following the calendar year in which the Executive remits the Excise Tax to the applicable taxing authority. Any determination by the Accounting Consulting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Consulting Firm hereunder, it is possible that a Gross-Up Payments which Payment will not have been made by the Company and the Bank which should have been made ("an “Underpayment"”), consistent with the calculations required to be made hereunder. In the event that the Company and the Bank exhaust their exhausts its remedies pursuant to Section 14(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Consulting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.