Common use of Gross-Up Payment Clause in Contracts

Gross-Up Payment. If it is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) to the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment (a “Gross-Up Payment”) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determination.

Gross-Up Payment. If it is determined (i) In the event that any amount, right or benefit paid or payable (or otherwise provided or to be provided) to the Executive by Wintrust or any of its affiliates payments under this Agreement or any other plancompensation, program benefit or arrangement under which other amount from the Company for the benefit of Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code, or ") (including any interest or penalties with respect to such excise tax (such excise tax, together with any such applicable interest and penalties, are collectively referred to as the “"Excise Tax”"), then Executive no such payment ("Parachute Payment") shall be entitled reduced (except for required tax withholdings) and the Company shall pay to receive Executive by the earlier of the date such Excise Tax is withheld form payments made to Executive or the date such Excise Tax becomes due and payable by Executive, an additional cash payment amount (a “the "Gross-Up Payment”") within 30 days such that the net amount retained by Executive, after deduction of such determination any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate and Excise Tax upon the payment provided for by this Section 5(c), shall be equal to an the amount such that after payment by the Executive would have received if no Excise Tax had been imposed. The Company shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax and shall notify Executive of its determination. The Company and Executive shall file all taxes (including any interest or penalties imposed tax returns and reports regarding such Parachute Payments in a manner consistent with respect to such taxes), including any Excise Tax, imposed upon the Company's reasonable good faith determination. For purposes of determining the amount of the Gross-Up Payment, Executive would retain an shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Executive shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment equal attributable to the Excise Tax imposed upon the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, such reduction plus interest on the amount of such Gross-Up Payment and repayment as the assumptions to be utilized rate provided in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses Section 1274(d)(1) of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior Code or other applicable provision of the Code but only to the time a tax return reflecting the total Payments extent that such interest is required paid to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser the Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of exceed the amount taken into account hereunder at the time a Parachute Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment to which he is actually entitled hereunderPayment), then the Company shall make an additional gross-up payment in respect of such excess shall be reimbursed by the Executive to Wintrust within 30 days (plus any interest or penalties payable in respect of such determination.excess) at the time that the amount of such excess is finally determined. The Company shall reimburse Executive for all reasonable fees, expenses, and costs related to determining the reasonableness of any Company position in connection with this paragraph,

Gross-Up Payment. If it is determined In the event that the Executive becomes entitled to the Severance Benefits or any other benefits or payments under this Agreement (other than pursuant to this Section) by reason of the accelerated vesting of stock options thereunder (together, the "Total Benefits"), and in the event that any amountof the Total Benefits will be subject to the Excise Tax, right the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Benefits and any federal, state and local income tax, Excise Tax and FICA and Medicare withholding taxes upon the payment provided for by this Section, shall be equal to the Total Benefits. For purposes of determining whether any of the Total Benefits will be subject to the Excise Tax and the amount of such Excise Tax, (i) any other payments or benefit paid or payable (or otherwise provided benefits received or to be provided) received by the Executive in connection with a Change in Control or the Executive's termination of employment (whether pursuant to the Executive by Wintrust or any terms of its affiliates under this Agreement or any other planagreement, program plan or arrangement under which Executive participates with the Company, any Person whose actions result in a Change in Control or is a party, other than amounts payable under this Section 9(f)(iiiany Person affiliated with the Company or such Person) (collectively, the “Payments”), would constitute an “excess shall be treated as "parachute payment” payments" within the meaning of Section 280G 280G(b)(2) of the Internal Revenue CodeCod, and all "excess parachute payments" within the meaning the Section 280G(b)(1) shall be treated as subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment (a “Gross-Up Payment”) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon unless in the Gross-Up Paymentopinion of tax counsel ("Tax Counsel") selected by the Company's independent auditors and acceptable to the Executive, Executive would retain an such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the Base Amount, or are otherwise not subject to the Excise Tax, (ii) the amount of the Gross-Up Payment equal Total Benefits which shall be treated as subject to the Excise Tax imposed upon shall be equal to the lesser of (A) the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, amount of the Total Benefits reduced by the amount of such Gross-Up Payment and Total Benefits that in the assumptions to be utilized in arriving at such determinationopinion of Tax Counsel are not parachute payments, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of (B) the amount of Excise Tax determined to excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s the Company's independent auditors or reflected in Executive’s tax return pursuant to this Section, accordance with the principles of sections 280G(d)(3) and Wintrust paid a Gross-Up Payment to (4) of the Executive in excess Code. For purposes of determining the amount of the Gross-Up Payment to which he is actually entitled hereunderPayment, then such excess the Executive shall be reimbursed by deemed to pay federal income taxes at the Executive highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to Wintrust within 30 days be made and state and local income taxes at the highest marginal rate of such determination.taxation in the state and locality of the

Gross-Up Payment. If it is determined that If, after the Effective Date, any amount, right event occurs or benefit paid or payable (or otherwise provided or to be provided) to circumstance exists which results in the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, Employee being subject to the any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereto or any similar tax imposed by any other federal, state, local or other law, the Company shall cause an independent, nationally recognized accounting firm or executive compensation consulting firm selected by the Company (the "Firm") promptly to review, at the Company's sole expense, the applicability of any such excise or similar tax to the Employee. If the Firm determines that the Employee is or will be subject to any such excise or similar tax or any interest thereon or penalties penalty with respect to thereto imposed by the Code or any other federal, state, local or other law (any such excise tax (such excise or similar tax, together interest thereon, and penalty with any such interest and penalties, respect thereto are collectively referred to as the “"Excise Tax”"), then Executive the Company shall be entitled make to receive the Employee, within ten (10) days after the Company receives such determination, an additional cash payment (a “the "Gross-Up Payment”") within 30 days of such determination equal to an amount such that after timely payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount Employee of the Gross-Up Payment equal to the appropriate taxing authority(ies), the Employee's liability for all taxes (including all interest thereon and penalties with respect thereto) would be the same as if no Excise Tax imposed upon applied. For purposes of the total Payments. All determinations required foregoing determination, the Employee's tax rate will be deemed to be made under this Section 9(f)(iii), including whether the highest statutory marginal federal and when state tax rates applicable to the Employee (on a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized combined basis) then in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrusteffect. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax taxing authority finally determines that a greater Excise Tax should be imposed upon the total Payments Employee than is determined by Wintrust’s independent auditors the Firm or is reflected in Executive’s the Employee's tax return pursuant to this Sectionparagraph 13, Executive the Company shall be entitled pay to receive the full Employee, within ten (10) days after the Employee notifies the Company of such final determination, the remaining balance of the Gross-Up Payment calculated based on the basis of the amount of Excise Tax finally determined to be payable by such tax authority from Wintrust within 30 days of such determinationthe taxing authority. In the event that If any tax taxing authority determines that a lesser Excise Tax should be imposed on upon the total Payments Employee than is determined by Wintrust’s independent auditors the Firm or is reflected in Executive’s the Employee's tax return pursuant to this Sectionparagraph 13, and Wintrust paid a Gross-Up Payment the Employee shall return to the Executive in Company, within ten (10) days after receipt by the Employee of a refund from the taxing authority, the excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed made by the Executive Company to Wintrust within 30 days of such determinationthe Employee over the Gross-Up Payment required to satisfy the Excise Tax as determined by the taxing authority.

Gross-Up Payment. If it is determined the Internal Revenue Service asserts that any amount, right or benefit paid or payable (or otherwise provided or portion of any payment made to be provided) Employee pursuant to the Executive by Wintrust or any provision of its affiliates under this Agreement constitutes an Excess Parachute Payment and imposes an Excise Tax thereon, then the Company agrees that it will indemnify and hold harmless Employee in an amount equal to such Excise Tax. Such amount shall be paid to Employee immediately pending a final judicial determination of, or settlement determining, such liability for the Excise Tax otherwise. In addition, the Company shall pay a Gross-Up Payment to Employee or his estate in the amount of any other planExcise Tax incurred by Employee as a result of any severance compensation, program or arrangement under which Executive participates or is a partyaccelerated exercisability of options, other than amounts payable accelerated vesting of restricted shares and/or continuation of benefits under this Section 9(f)(iii) (collectively6, plus an amount equal to any federal, state or local income tax imposed on Employee as the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G result of the Internal Revenue Code, subject to the excise tax imposed by Section 4999 Company’s payment of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment (a “Tax amount. Such Gross-Up Payment”) within 30 days Payment shall be payable to Employee at the time the respective applicable tax triggering such Gross-Up Payment is due. For purposes of such determination equal to an determining the amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount Employee will be deemed to (i) pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment equal to is made, and (ii) state and local income taxes at the Excise Tax imposed upon highest marginal rates of taxation in the total Paymentsstate and locality of his residence in the calendar year in which the Gross-Up Payment is made net, in the case of clause (i), of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. All determinations The parties agree that the payments required to be made under this Section 9(f)(iii)6 are such that the payments Employee receives, including whether and when a or is entitled to receive, under this Section 6 shall not be reduced by any Excise Tax or Gross-Up Payment is requiredwith respect thereto and therefore the net amount retained by Employee, the amount after reimbursement for any Excise Tax, or any other federal, state or local income or other tax that may be payable on receipt of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationreimbursement for Excise Tax, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following that is imposed as a result of any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is payment required to be filed by Executive, Executive will made under this Section 6 shall be entitled equal to receive a Gross-Up Payment calculated on the basis same amount as if no such Excise Tax or other tax had been imposed. All other rights and obligations of the total Payments reported by Executive in such tax returnCompany and Employee under this Agreement (other than Sections 8, within 30 days 9 and 10, which shall survive termination) shall cease as of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determinationTermination Date.

Gross-Up Payment. If (a) In the event that it is shall be determined that any amountpayment or distribution of any type to or for the benefit of the Executive, right or benefit paid or payable (or otherwise provided or to be provided) to by the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectivelyEmployer, the “Payments”)Corporation, would constitute an “excess parachute payment” any Affiliate, any Person (as defined in Section 17.6(a) hereof) who acquires ownership or effective control of the Corporation or ownership of a substantial portion of the Corporation’s assets (within the meaning of Section 280G of the Internal Revenue CodeCode and the regulations thereunder) or any affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or under any other plan, program, policy or arrangement of the Corporation, the Employer or any of their Affiliates (the “Total Payments”), is or will be subject to the excise tax imposed by Section 4999 of the Code, Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional cash payment (a “Gross-Up Payment”) within 30 days of such determination equal to in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive would retain retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Total Payments. All determinations required Payments and reimbursements to be made which the Executive is entitled under this Section 9(f)(iii)3(a) shall be made not later than April 15 of the taxable year of the Executive next following the taxable year of the Executive in which the Executive receives amounts subject to Section 4999. Notwithstanding the immediately preceding paragraph, including whether and when in the event that a Gross-Up Payment is requiredreduction to the Total Payments in respect of the Executive of 10% or less would cause no Excise Tax to be payable, the amount of such Executive will not be entitled to a Gross-Up Payment and the assumptions Total Payments shall be reduced to the extent necessary so that the Total Payments shall not be subject to the Excise Tax. Unless the Executive shall have given prior written notice to the Employer specifying a different order by which to effectuate the foregoing, the Employer shall reduce or eliminate the Total Payments (x) by first reducing or eliminating the portion of the Total Payments which are not payable in cash (other than that portion of the Total Payments subject to clause (z) hereof), (y) then by reducing or eliminating cash payments (other than that portion of the Total Payments subject to clause (z) hereof) and (z) then by reducing or eliminating the portion of the Total Payments (whether payable in cash or not payable in cash) to which Treasury Regulation Section 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with payments or benefits which are to be utilized paid the farthest in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses time from the date of the auditor shall be paid by WintrustChange in Control. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed Any notice given by the Executive pursuant to Wintrust within 30 days the preceding sentence shall take precedence over the provisions of such determinationany other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation.

Gross-Up Payment. If it is determined The term “Gross Up Payment” as used in this Employment Agreement shall mean a payment to or on behalf of Executive which shall be sufficient to pay (1) 100% of any excise tax described in this §4.2(g), (2) 100% of any federal, state and local income tax and social security and other employment tax on the payment made to pay such excise tax as well as any additional taxes on such payment and (3) 100% of any interest or penalties assessed by the Internal Revenue Service on Executive which are related to the timely payment of such excise tax (unless such interest or penalties are attributable to Executive’s willful misconduct or gross negligence with respect to such timely payment). A Gross Up Payment shall be made by the Company promptly after either the Company or the Company’s independent accountants determine that any amountpayments and benefits called for under this Employment Agreement together with any other payments and benefits made available to Executive by the Company and any other person will result in Executive’s being subject to an excise tax under § 4999 of the Internal Revenue Code of 1986, as amended (which shall be referred to in this § 4.2(g) as the “Code”) or such an excise tax is assessed against Executive as a result of any such payments and other benefits if Executive takes such action (other than waiving Executive’s right to any payments or benefit benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this § 4.2(g)) as the Company reasonably requests under the circumstances to mitigate or challenge such excise tax; provided, however, if the Company or the Company’s independent accountants make the determination described in this § 4.2(g) and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive’s right to receive a part of such payments or benefits and such part does not exceed $25,000, Executive shall irrevocably waive Executive’s right to receive such part if an independent accountant or lawyer retained by Executive and paid by the Company agrees with the determination made by the Company or payable (or otherwise provided or to be provided) the Company’s independent accountants with respect to the Executive by Wintrust effect of such reduction in payments or any of its affiliates benefits. Any determinations under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii§4.2(g) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section shall be made in accordance with § 280G of the Code and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue CodeService rulings and any related case law and, subject if the Company reasonably requests that Executive take action to the excise tax imposed by Section 4999 of the Codemitigate or challenge, or any interest or penalties with respect to such excise tax (such excise taxmitigate and challenge, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment tax or assessment (a “Gross-Up Payment”) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments other than is determined by Wintrust’s independent auditors or reflected in waiving Executive’s tax return pursuant right to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors payments or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive benefits in excess of the amount of payments or benefits which Executive has expressly agreed to waive under this §4.2(g)) and Executive complies with such request, the Gross-Up Payment to which he is actually entitled hereunderCompany shall provide Executive with such information and such expert advice and assistance from the Company’s independent accountants, then lawyers and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determinationcompliance and any related fines, penalties, interest and other assessments.

Gross-Up Payment. If Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it is shall be determined that any amount, right or benefit paid or payable Payment (or otherwise provided or to as defined below) would be provided) to the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Excise Tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”defined below), then Executive shall be entitled to receive an additional cash payment (a the “Excise Tax Gross-Up Payment”) within 30 days of such determination equal to in an amount such that that, after payment by Executive of all taxes (including and any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax, Tax imposed upon the Excise Tax Gross-Up Payment, Executive would retain retains an amount of the Excise Tax Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. All determinations required Notwithstanding the foregoing provisions of this Section 9(a), if it shall be determined that Executive is entitled to the Excise Tax Gross-Up Payment, but that the Parachute Value (as defined below) of all Payments does not exceed 110% of the Safe Harbor Amount (as defined below), then no Excise Tax Gross-Up Payment shall be made to Executive and the amounts payable under this Agreement shall instead be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the payments under Section 7(a)(x) hereof, unless an alternative method of reduction is elected by Executive, and in any event shall be made in such a manner as to maximize the Value (as defined below) of all Payments actually made to Executive. The Company’s obligation to make Excise Tax Gross-Up Payments under this Section 9(f)(iii)9 shall not be conditioned upon Executive’s termination of employment or Executive’s Separation from Service. For purposes of determining the amount of any Excise Tax Gross-Up Payment, including whether and when a Executive shall be considered to pay federal income tax at Executive’s actual marginal rate of federal income taxation in the calendar year in which the Excise Tax Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized made and state and local income taxes at Executive’s actual marginal rate of taxation in arriving at such determination, shall be made by Wintrustthe state and locality of Executive’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a residence on the date on which the Excise Tax Gross-Up Payment is necessary. All fees and expenses calculated for purposes of the auditor shall this Section 9, net of Executive’s actual reduction in federal income taxes which could be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing obtained from deduction of such tax return. All determinations made by such auditor shall be binding upon Wintrust state and Executive. In all eventslocal taxes, if any tax authority determines that a greater Excise Tax should be imposed upon and taking into consideration the total Payments than is determined by Wintrust’s independent auditors or reflected in phase-out of Executive’s itemized deductions under federal income tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determinationlaw.

Gross-Up Payment. If it is determined In the event that the Executive becomes entitled to the Severance Benefits or any other benefits or payments under this Agreement (other than pursuant to this Section) by reason of the accelerated vesting of stock options thereunder (together, the "Total Benefits"), and in the event that any amountof the Total Benefits will be subject to the Excise Tax, right the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Benefits and any federal, state and local income tax, Excise Tax and FICA and Medicare withholding taxes upon the payment provided for by this Section, shall be equal to the Total Benefits. For purposes of determining whether any of the Total Benefits will be subject to the Excise Tax and the amount of such Excise Tax, (i) any other payments or benefit paid or payable (or otherwise provided benefits received or to be provided) received by the Executive in connection with a Change in Control or the Executive's termination of employment (whether pursuant to the Executive by Wintrust or any terms of its affiliates under this Agreement or any other planagreement, program plan or arrangement under which Executive participates with the Company, any Person whose actions result in a Change in Control or is a party, other than amounts payable under this Section 9(f)(iiiany Person affiliated with the Company or such Person) (collectively, the “Payments”), would constitute an “excess shall be treated as "parachute payment” payments" within the meaning of Section 280G 280G(b)(2) of the Internal Revenue CodeCod, and all "excess parachute payments" within the meaning the Section 280G(b)(1) shall be treated as subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment (a “Gross-Up Payment”) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon unless in the Gross-Up Paymentopinion of tax counsel ("Tax Counsel") selected by the Company's independent auditors and acceptable to the Executive, Executive would retain an such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the Base Amount, or are otherwise not subject to the Excise Tax, (ii) the amount of the Gross-Up Payment equal Total Benefits which shall be treated as subject to the Excise Tax imposed upon shall be equal to the lesser of (A) the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, amount of the Total Benefits reduced by the amount of such Gross-Up Payment and Total Benefits that in the assumptions to be utilized in arriving at such determinationopinion of Tax Counsel are not parachute payments, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of (B) the amount of Excise Tax determined to excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s the Company's independent auditors or reflected in Executive’s tax return pursuant to this Section, accordance with the principles of sections 280G(d)(3) and Wintrust paid a Gross-Up Payment to (4) of the Executive in excess Code. For purposes of determining the amount of the Gross-Up Payment to which he is actually entitled hereunderPayment, then such excess the Executive shall be reimbursed deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination, net of the reduction in federal income taxes which could be obtained from deduction of such state and local taxes (calculated by assuming that any reduction under Section 68 of the Code in the amount of itemized deductions allowable to the Executive applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by the Executive). In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of the Executive's employment, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax, federal, state and local income taxes and FICA and Medicare withholding taxes imposed on the portion of the Gross-Up Payment being repaid by the Executive to Wintrust within 30 days the extent that such repayment results in a reduction in Excise Tax, FICA and Medicare withholding taxes and/or federal, state or local income taxes) plus interest on the amount of such determinationrepayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of the Executive's employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment, determined as previously described, to the Executive in respect to such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined.

Gross-Up Payment. If it is determined The term “Gross Up Payment” as used in this Employment Agreement shall mean a payment to or on behalf of Executive which shall be sufficient to pay (1) 100% of any excise tax described in this § 4.2(g), (2) 100% of any federal, state and local income tax and social security and other employment tax on the payment made to pay such excise tax as well as any additional taxes on such payment and (3) 100% of any interest or penalties assessed by the Internal Revenue Service on Executive which are related to the timely payment of such excise tax (unless such interest or penalties are attributable to Executive’s willful misconduct or gross negligence with respect to such timely payment). A Gross Up Payment shall be made by INTCX promptly after either INTCX or INTCX’s independent accountants determine that any amountpayments and benefits called for under this Employment Agreement together with any other payments and benefits made available to Executive by INTCX and any other person will result in Executive’s being subject to an excise tax under § 4999 of the Internal Revenue Code of 1986, as amended (which shall be referred to in this § 4.2(g) as the “Code”) or such an excise tax is assessed against Executive as a result of any such payments and other benefits if Executive takes such action (other than waiving Executive’s right to any payments or benefit benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this § 4.2(g)) as INTCX reasonably requests under the circumstances to mitigate or challenge such excise tax; provided, however, if INTCX or INTCX’s independent accountants make the determination described in this § 4.2(g) and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive’s right to receive a part of such payments or benefits and such part does not exceed $15,000, Executive shall irrevocably waive Executive’s right to receive such part if an independent accountant or lawyer retained by Executive and paid by INTCX agrees with the determination made by INTCX or payable (or otherwise provided or to be provided) INTCX’s independent accountants with respect to the Executive by Wintrust effect of such reduction in payments or any of its affiliates benefits. Any determinations under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii§ 4.2(g) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section shall be made in accordance with § 280G of the Code and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue CodeService rulings and any related case law and, subject if INTCX reasonably requests that Executive take action to the excise tax imposed by Section 4999 of the Codemitigate or challenge, or any interest or penalties with respect to such excise tax (such excise taxmitigate and challenge, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment tax or assessment (a “Gross-Up Payment”) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments other than is determined by Wintrust’s independent auditors or reflected in waiving Executive’s tax return pursuant right to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors payments or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive benefits in excess of the amount of the Gross-Up Payment payments or benefits which Executive has expressly agreed to which he is actually entitled hereunderwaive under this § 4.2(g)) and Executive complies with such request, then INTCX shall provide Executive with such excess information and such expert advice and assistance from INTCX’s independent accountants, lawyers and other advisors as Executive may reasonably request and shall be reimbursed by the Executive to Wintrust within 30 days of pay for all expenses incurred in effecting such determinationcompliance and any related fines, penalties, interest and other assessments.

Gross-Up Payment. If it is determined that any amount, right payment or benefit paid or payable (or otherwise provided or to be provided) to received by the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program plan or arrangement agreement with the Company (a “Benefit”) is subject to tax under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G 4999 of the Internal Revenue CodeCode of 1986, subject to the excise tax imposed by Section 4999 of the Codeas amended, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxcollectively, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then the Company will pay the Executive shall be entitled to receive an additional cash payment amount (a “Gross-Gross Up Payment”) within 30 days that covers: all Excise Taxes payable by Executive because of any such Benefit and all income and employment taxes and Excise Taxes on the Gross Up Payment. It is the Company’s intent that any payment under this Section 3.11 shall place the Executive in the same position that he would have been in had the Benefit not been subject to the Excise Tax. Any Gross Up Payment shall be made no later than the date the Excise Tax is payable by the Executive or the date it is withheld as provided below. The Company shall determine whether or not any Benefit is subject to the Excise Tax and withhold the amount of the Excise Tax from any Benefit or other remuneration payable to the Executive. Any such determination equal shall be made in good faith and after consultation with the Company’s independent certified public accountants or outside tax counsel. The Company shall also have the right, on behalf of the Executive, at its sole cost and expense, to an amount such contest any claim by the Internal Revenue Service (“Service”) that after payment by Executive any Benefit is subject to the Excise Tax or file and pursue a claim for refund of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise TaxTax previously paid. The Executive shall cooperate with the Company in any such proceeding and provide the Company with any notifications received by the Executive from the Service. If the Executive receives any refund of Excise Tax for which a Gross Up Payment has been made, imposed upon the Gross-Up PaymentExecutive shall pay such refund to the Company. Provided, Executive would retain an amount of however, that the Gross-Up Payment equal shall be made only to the Excise Tax imposed upon extent that the total Paymentsvalue of Benefits exceeds by 10 percent or more the dollar amount that is 3 times the Executive’s “base amount” (as defined in Section 280G of the Code). All determinations required to be made under this Section 9(f)(iii), including whether and when a If the total value of Benefits exceeds by less than 10 percent the dollar amount that is 3 times the Executive’s “base amount,” then no Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor Benefits shall be paid by Wintrust. If no determination by Wintrust’s auditors capped at the amount that is made prior to $1 less than 3 times the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determination“base amount.”

Gross-Up Payment. If it The term “Gross Up Payment” as used in this Employment Agreement shall mean a payment to or on behalf of Executive which shall be sufficient to pay (1) 100% of any excise tax described in this §4.2(g), (2) 100% of any federal, state and local income tax and social security and other employment tax on the payment made to pay such excise tax as well as any additional taxes on such payment and (3) 100% of any interest or penalties assessed by the Internal Revenue Service on Executive which are related to the timely payment of such excise tax (unless such interest or penalties are attributable to Executive’s willful misconduct or gross negligence with respect to such timely payment). A Gross Up Payment shall be made by ICE promptly (but no later than by the end of Executive’s taxable year next following Executive’s taxable year in which the payment of such excise tax is determined remitted) after either ICE or ICE’s independent accountants or attorneys determine that any amountpayments and benefits called for under this Employment Agreement together with any other payments and benefits made available to Executive by ICE and any other person will result in Executive’s being subject to an excise tax under § 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or such an excise tax is assessed against Executive as a result of any such payments and other benefits if Executive takes such action (other than waiving Executive’s right to any payments or benefit benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this § 4.2(g)) as ICE reasonably requests under the circumstances to mitigate or challenge such excise tax; provided, however, if ICE or ICE’s independent accountants or attorneys make the determination described in this § 4.2(g) and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive’s right to receive a part of such payments or benefits and such part does not exceed $25,000, Executive shall irrevocably waive Executive’s right to receive such part if an independent accountant or lawyer retained by Executive and paid by ICE agrees with the determination made by ICE or payable (ICE’s independent accountants or otherwise provided or to be provided) attorneys with respect to the Executive by Wintrust effect of such reduction in payments or any of its affiliates benefits. Any determinations under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii§4.2(g) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section shall be made in accordance with § 280G of the Code and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue CodeService rulings and any related case law and, subject if ICE reasonably requests that Executive take action to the excise tax imposed by Section 4999 of the Codemitigate or challenge, or any interest or penalties with respect to such excise tax (such excise taxmitigate and challenge, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment tax or assessment (a “Gross-Up Payment”) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments other than is determined by Wintrust’s independent auditors or reflected in waiving Executive’s tax return pursuant right to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors payments or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive benefits in excess of the amount of the Gross-Up Payment payments or benefits which Executive has expressly agreed to which he is actually entitled hereunderwaive under this §4.2(g)) and Executive complies with such request, then ICE shall provide Executive with such excess information and such expert advice and assistance from ICE’s independent accountants, lawyers and other advisors as Executive may reasonably request and shall be reimbursed by the Executive to Wintrust within 30 days of pay for all expenses incurred in effecting such determinationcompliance and any related fines, penalties, interest and other assessments.

Gross-Up Payment. If it is determined that the Executive becomes entitled to payments and benefits following a Change in Control under Section 6(f) or the vesting of the Options accelerate following a Change in Control as provided in the Stock Option Agreements, the Company will cause its independent auditors promptly to review, at the Company’s sole expense, the applicability of Code Section 4999 to any amountpayment or distribution of any type by the Company to or for the Executive’s benefit, right or benefit whether paid or payable (or distributed or distributable pursuant to the terms of this Agreement, the Stock Option Agreements or otherwise provided or to be provided) to the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Total Payments”), would constitute . If the auditor determines that the Total Payments result in an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, subject to the excise tax imposed by Code Section 4999 of the Codeor any comparable state or local law, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive the Company will make an additional cash payment (a “Gross-Up Payment”) to the Executive within 30 10 days of after such determination equal to an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Total Payments. All determinations required For purposes of the foregoing determination, the Executive’s tax rate will be deemed to be made under this Section 9(f)(iii), including whether the highest statutory marginal state and when federal tax rate (on a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized combined basis) then in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrusteffect. If no determination by Wintrustthe Company’s auditors is made prior to the time the Executive is required to file a tax return reflecting the total Payments is required to be filed by ExecutiveTotal Payments, the Executive will be entitled to receive from the Company a Gross-Up Payment calculated on the basis of the total Payments Excise Tax the Executive reported by Executive in such tax return, within 30 10 days after the later of the filing of date on which the Executive files such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executivereturn or the date on which the Executive provides a copy thereof to the Company. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Total Payments than is determined by Wintrustthe Company’s independent auditors or reflected in the Executive’s tax return pursuant to this SectionSection 6(g), the Executive shall will be entitled to receive from the Company the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 10 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to after the Executive in excess of notifies the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days Company of such determination.

Gross-Up Payment. If it is determined The term “Gross Up Payment” as used in this Employment Agreement shall mean a payment to or on behalf of Executive which shall be sufficient to pay (1) 100% of any excise tax described in this § 4.2(g), (2) 100% of any federal, state and local income tax and social security and other employment tax on the payment made to pay such excise tax as well as any additional taxes on such payment and (3) 100% of any interest or penalties assessed by the Internal Revenue Service on Executive which are related to the timely payment of such excise tax (unless such interest or penalties are attributable to Executive’s willful misconduct or gross negligence with respect to such timely payment). A Gross Up Payment shall be made by INTCX promptly after either INTCX or INTCX’s independent accountants determine that any amountpayments and benefits called for under this Employment Agreement together with any other payments and benefits made available to Executive by INTCX and any other person will result in Executive’s being subject to an excise tax under § 4999 of the Internal Revenue Code of 1986, as amended (which shall be referred to in this § 4.2(g) as the “Code”) or such an excise tax is assessed against Executive as a result of any such payments and other benefits if Executive takes such action (other than waiving Executive’s right to any payments or benefit benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this § 4.2(g)) as INTCX reasonably requests under the circumstances to mitigate or challenge such excise tax; provided, however, if INTCX or INTCX’s independent accountants make the determination described in this § 4.2(g) and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive’s right to receive a part of such payments or benefits and such part does not exceed $25,000, Executive shall irrevocably waive Executive’s right to receive such part if an independent accountant or lawyer retained by Executive and paid by INTCX agrees with the determination made by INTCX or payable (or otherwise provided or to be provided) INTCX’s independent accountants with respect to the Executive by Wintrust effect of such reduction in payments or any of its affiliates benefits. Any determinations under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii§ 4.2(g) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section shall be made in accordance with § 280G of the Code and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue CodeService rulings and any related case law and, subject if INTCX reasonably requests that Executive take action to the excise tax imposed by Section 4999 of the Codemitigate or challenge, or any interest or penalties with respect to such excise tax (such excise taxmitigate and challenge, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment tax or assessment (a “Gross-Up Payment”) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments other than is determined by Wintrust’s independent auditors or reflected in waiving Executive’s tax return pursuant right to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors payments or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive benefits in excess of the amount of the Gross-Up Payment payments or benefits which Executive has expressly agreed to which he is actually entitled hereunderwaive under this § 4.2(g)) and Executive complies with such request, then INTCX shall provide Executive with such excess information and such expert advice and assistance from INTCX’s independent accountants, lawyers and other advisors as Executive may reasonably request and shall be reimbursed by the Executive to Wintrust within 30 days of pay for all expenses incurred in effecting such determinationcompliance and any related fines, penalties, interest and other assessments.

Gross-Up Payment. If it is determined The term "Gross Up Payment" as used in this Employment Agreement shall mean a payment to or on behalf of Executive which shall be sufficient to pay (1) 100% of any excise tax described in this Section 4.2(g), (2) 100% of any federal, state and local income tax and social security and other employment tax on the payment made to pay such excise tax as well as any additional taxes on such payment and (3) 100% of any interest or penalties assessed by the Internal Revenue Service on Executive which are related to the timely payment of such excise tax (unless such interest or penalties are attributable to Executive's willful misconduct or gross negligence with respect to such timely payment). A Gross Up Payment shall be made by the Company promptly after either the Company or the Company 's independent accountants determine that any amount, right or benefit paid or payable (or otherwise provided or payments and benefits called for under this Employment Agreement together with any other payments and benefits made available to be provided) to the Executive by Wintrust or any of its affiliates under this Agreement or the Company and any other planperson will result in Executive's being subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, program as amended (which shall be referred to in this Section 4.2(g) as the "Code") or arrangement under such an excise tax is assessed against Executive as a result of any such payments and other benefits if Executive takes such action (other than waiving Executive's right to any payments or benefits in excess of the payments or benefits which Executive participates or is a party, other than amounts payable has expressly agreed to waive under this Section 9(f)(iii4.2(g)) (collectivelyas the Company reasonably requests under the circumstances to mitigate or challenge such excise tax; provided, however, if the “Payments”)Company or the Company's independent accountants make the determination described in this Section 4.2(g) and, would constitute further, determine that Executive will not be subject to any such excise tax if Executive waives Executive's right to receive a part of such payments or benefits and such part does not exceed $25,000, Executive shall irrevocably waive Executive's right to receive such part if an “excess parachute payment” within independent accountant or lawyer retained by Executive and paid by the meaning Company agrees with the determination made by the Company or the Company's independent accountants with respect to the effect of such reduction in payments or benefits. Any determinations under this Section 4.2(g) shall be made in accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue CodeService rulings and any related case law and, subject if the Company reasonably requests that Executive take action to the excise tax imposed by Section 4999 of the Codemitigate or challenge, or any interest or penalties with respect to such excise tax (such excise taxmitigate and challenge, together with any such interest and penalties, are collectively referred tax or assessment (other than waiving Executive's right to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment (a “Gross-Up Payment”) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest payments or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive benefits in excess of the amount of payments or benefits which Executive has expressly agreed to waive under this Section 4.2(g)) and Executive complies with such request, the Gross-Up Payment to which he is actually entitled hereunderCompany shall provide Executive with such information and such expert advice and assistance from the Company 's independent accountants, then lawyers and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determinationcompliance and any related fines, penalties, interest and other assessments.

Gross-Up Payment. If it is determined that the Executive becomes entitled to payments and benefits following a Change in Control under Section 6(f) or the vesting of the Options accelerate following a Change in Control as provided in the Stock Option Agreements, the Company will cause its independent auditors promptly to review, at the Company's sole expense, the applicability of Code Section 4999 to any amountpayment or distribution of any type by the Company to or for the Executive's benefit, right or benefit whether paid or payable (or distributed or distributable pursuant to the terms of this Agreement, the Stock Option Agreements or otherwise provided or to be provided) to (the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, "Total Payments"). If the “Payments”), would constitute auditor determines that the Total Payments result in an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, subject to the excise tax imposed by Code Section 4999 of the Codeor any comparable state or local law, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “"Excise Tax”"), then Executive shall be entitled to receive the Company will make an additional cash payment (a “"Gross-Up Payment”") to the Executive within 30 10 days of after such determination equal to an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Total Payments. All determinations required For purposes of the foregoing determination, the Executive's tax rate will be deemed to be made under this Section 9(f)(iii), including whether the highest statutory marginal state and when federal tax rate (on a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized combined basis) then in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrusteffect. If no determination by Wintrust’s the Company's auditors is made prior to the time the Executive is required to file a tax return reflecting the total Payments is required to be filed by ExecutiveTotal Payments, the Executive will be entitled to receive from the Company a Gross-Up Payment calculated on the basis of the total Payments Excise Tax the Executive reported by Executive in such tax return, within 30 10 days after the later of the filing of date on which the Executive files such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executivereturn or the date on which the Executive provides a copy thereof to the Company. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Total Payments than is determined by Wintrust’s the Company's independent auditors or reflected in the Executive’s 's tax return pursuant to this SectionSection 6(g), the Executive shall will be entitled to receive from the Company the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 10 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to after the Executive in excess of notifies the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days Company of such determination.

Gross-Up Payment. If it The term “Gross Up Payment” as used in this Employment Agreement shall mean a payment to or on behalf of Executive which shall be sufficient to pay (1) 100% of any excise tax described in this §4.2(g), (2) 100% of any federal, state and local income tax and social security and other employment tax on the payment made to pay such excise tax as well as any additional taxes on such payment and (3) 100% of any interest or penalties assessed by the Internal Revenue Service on Executive which are related to the timely payment of such excise tax (unless such interest or penalties are attributable to Executive’s willful misconduct or gross negligence with respect to such timely payment). A Gross Up Payment shall be made by ICE promptly (but no later than by the end of Executive’s taxable year next following Executive’s taxable year in which the payment of such excise tax is determined remitted) after either ICE or ICE’s independent accountants or attorneys determine that any amountpayments and benefits called for under this Employment Agreement together with any other payments and benefits made available to Executive by ICE and any other person will result in Executive’s being subject to an excise tax under § 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or such an excise tax is assessed against Executive as a result of any such payments and other benefits if Executive takes such action (other than waiving Executive’s right to any payments or benefit benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this § 4.2(g)) as ICE reasonably requests under the circumstances to mitigate or challenge such excise tax; provided, however, if ICE or ICE’s independent accountants or attorneys make the determination described in this § 4.2(g) and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive’s right to receive a part of such payments or benefits and such part does not exceed $15,000, Executive shall irrevocably waive Executive’s right to receive such part if an independent accountant or lawyer retained by Executive and paid by ICE agrees with the determination made by ICE or payable (ICE’s independent accountants or otherwise provided or to be provided) attorneys with respect to the Executive by Wintrust effect of such reduction in payments or any of its affiliates benefits. Any determinations under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii§4.2(g) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section shall be made in accordance with § 280G of the Code and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue CodeService rulings and any related case law and, subject if ICE reasonably requests that Executive take action to the excise tax imposed by Section 4999 of the Codemitigate or challenge, or any interest or penalties with respect to such excise tax (such excise taxmitigate and challenge, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment tax or assessment (a “Gross-Up Payment”) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments other than is determined by Wintrust’s independent auditors or reflected in waiving Executive’s tax return pursuant right to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors payments or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive benefits in excess of the amount of the Gross-Up Payment payments or benefits which Executive has expressly agreed to which he is actually entitled hereunderwaive under this §4.2(g)) and Executive complies with such request, then ICE shall provide Executive with such excess information and such expert advice and assistance from ICE’s independent accountants, lawyers and other advisors as Executive may reasonably request and shall be reimbursed by the Executive to Wintrust within 30 days of pay for all expenses incurred in effecting such determinationcompliance and any related fines, penalties, interest and other assessments.

Gross-Up Payment. If (A) Anything in this Agreement to the contrary notwithstanding, if it is shall be determined that any amount, right or benefit paid or payable (or otherwise provided or to Payments would be provided) to the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, subject to the excise tax imposed by Section 4999 of the Code, Excise Tax or any interest or penalties with respect are incurred, and it is determined that the Payments should not be reduced pursuant to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”subsection 5(d), then the Executive shall be entitled to receive an additional cash payment (a “"Gross-Up Payment”") within 30 days of such determination equal to in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes, employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax, Taxes imposed upon the Gross-Up Payment, the Executive would retain retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. (B) All determinations required to be made under this Section 9(f)(iiisubsection 5(d)(iii), including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor the Accountants, who shall promptly provide detailed supporting calculations both to both Wintrust the Company and the Executive following any determination within 15 business days of the receipt of notice from the Executive that there has been a Gross-Up Payment Payment, or such earlier time as is necessaryrequested by the Company. All fees and expenses of the auditor Accountants shall be borne solely by the Company. Any Gross- Up Payment, as determined pursuant to this subsection 5(d)(iii), shall be paid by Wintrustthe Company to the Executive within five days of the receipt of the Accountants' determination. If no Any determination made independently and in good faith by the Accountants shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Sections 280G and 4999 of the Code, at the time of the initial determination by Wintrust’s auditors the Accountants hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment") consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to subsection 5(d)(iii)(C) and the Executive thereafter is required to make a payment of any Excise Tax, the Accountants 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. (C) The 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 thirty business days after the 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. The 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (1) give the Company any information reasonably requested by the Company relating to such claim, (2) 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, (3) cooperate with the Company in good faith in order effectively to contest such claim, and (4) 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 the 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 subsection 5(d)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego 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 the Executive to pay the tax return reflecting claimed and sue for a refund or contest the total Payments claim in any permissible manner, and the 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, further, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (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 provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is required claimed to be filed by Executivedue is limited solely to such contested amount. Furthermore, Executive will the Company's control of the contest shall be entitled limited to receive issues with respect to which a Gross-Up Payment calculated on would be payable hereunder and the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to settle or contest, 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 the Executive of an amount advanced by the Company pursuant to subsection 5(d)(iii)(C), the Executive becomes entitled to receive any refund with respect to such claim, the full Executive shall (subject to the Company's complying with the requirements of subsection 5(d)(iii)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If after the receipt by the Executive of an amount advanced by the Company pursuant to subsection 5(d)(iii), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the 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 such advance shall offset, to the extent thereof, the amount of Gross-Up Payment calculated on the basis of the amount of Excise Tax determined required to be payable by such tax authority from Wintrust within 30 days of such determinationpaid. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determination6.

Gross-Up Payment. If it is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) Notwithstanding anything to the Executive by Wintrust or contrary in this Agreement, if any of its affiliates under this Agreement the payments or any other plan, program or arrangement under benefits which the Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) has the right to receive from the Corporation (collectively, the “Payments”), would constitute an “excess parachute payment” within ) are later determined to be subject to the meaning of tax imposed by Section 280G 409A of the Internal Revenue Code of 1986, as amended (the “Code, subject to the excise tax imposed by Section 4999 of the Code”), or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “Excise 409A Tax”), then the Corporation shall pay to the Executive shall be entitled to receive an additional cash payment (a “Gross-Up up Payment”) within 30 days of such determination equal to in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, income tax imposed upon the on any Gross-Up up Payment, the Executive would retain retains an amount of the Gross-Up up Payment equal to the Excise 409A Tax imposed upon the total Payments. All determinations required The Compensation Committee of the Board shall make an initial determination as to be made under this Section 9(f)(iii), including whether and when a Gross-Up up Payment is required, required and the amount of any such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditorup Payment. The auditor Executive shall promptly provide detailed supporting calculations notify the Corporation immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Corporation to both Wintrust and Executive following any determination that make a Gross-Up up Payment is necessary. All fees and expenses (or a Gross-up Payment in excess of that, if any, initially determined by the Compensation Committee of the auditor Board) within five days of the receipt of such claim. The Corporation shall be paid by Wintrust. If no determination by Wintrust’s auditors is made notify the Executive in writing at least five days prior to the time due date of any response required with respect to such claim if it plans to contest the claim. If the Corporation decides to contest such claim, then the Executive shall cooperate fully with the Corporation in such action; provided, however, the Corporation shall bear and pay all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold the Executive harmless, on an after-tax basis, for any 409A Tax or income tax, including interest and penalties with respect thereto, imposed as a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis result of the total Payments reported by Executive in such tax returnCorporation’s action. If, within 30 days as a result of the filing Corporation’s action with respect to a claim, the Executive receives a refund of any amount paid by the Corporation with respect to such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all eventsclaim, if any tax authority determines that a greater Excise Tax should be imposed upon then the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled promptly pay such refund to receive the full Gross-Up Payment calculated on Corporation. If the basis of Corporation fails to timely notify the amount of Excise Tax determined Executive whether it will contest such claim or the Corporation determines not to be payable by contest such tax authority from Wintrust within 30 days of such determination. In claim, then the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment Corporation shall immediately pay to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days portion of such determinationclaim, if any, which it has not previously paid to the Executive.

Gross-Up Payment. If it is determined eRCG or its accountants determine that any amount, right or benefit paid or payable (or otherwise provided or to be provided) to the Executive by Wintrust or any of its affiliates payments called for under this Agreement or any other plan, program payments or arrangement benefits made available to Executive by eRCG or its affiliates will result in Executive being subject to an excise tax ("EXCISE TAX") under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G 4999 of the Internal Revenue CodeCode of 1986, as amended, or any successor statute thereto, or if an Excise Tax is assessed against Executive as a result of such payments or other benefits, eRCG shall make a "Gross-Up Payment" (hereinafter defined) to or on behalf of Executive as and when such determination(s) and assessment(s), as appropriate, are made, subject to the excise tax imposed by conditions of this Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment (a “4.5. A "Gross-Up Payment”" shall mean a payment to or on behalf of Executive that shall be sufficient to pay (i) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise TaxTax in full, imposed upon (ii) any federal, state and local income tax and Social Security or other employment tax on the payment made to pay such Excise Tax as well as any additional Excise Tax on the Gross-Up Payment, and (iii) any interest or penalties assessed by the Internal Revenue Service on the Executive would retain an amount of the Gross-Up Payment equal if such interest or penalties are attributable to the Excise Tax imposed upon the total Payments. All determinations required eRGC's failure to be made comply with its obligations under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, 4.5 or applicable law. Any determination under this Section 4.5 by eRCG or its accountants shall be made by Wintrust’s independent auditorin accordance with Section 280G of the Code and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue Service rulings and related case law. The auditor Executive shall promptly provide detailed supporting calculations take such action (other than waiving Executive's right to both Wintrust any payments or benefits) as eRCG may reasonably request under the circumstances to mitigate or challenge such tax. If eRCG reasonably requests that Executive take action to mitigate or challenge any such tax or assessment and Executive following complies with such request, eRCG shall provide Executive with such information and such expert advice and assistance from eRCG's accountants, lawyers and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any determination that a Gross-Up Payment is necessary. All fees related fines, penalties, interest and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determinationother assessments.

Gross-Up Payment. If it is determined (a) To the extent that (i) the grant of the Restricted Shares under Section 6 hereof, (ii) the payment of any amount, right Severance Payment (or other payment or benefit paid or payable (or otherwise provided or to be provided) to the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)) under Sections 16, 17 and 18 hereof or (iii) the reimbursement of any Relocation Expenses under Section 9 hereof (collectively, the “Payments”) would be subject to taxes imposed against Executive under the Code (including any excise tax imposed by Section 4999 of the Code) and any state or local tax code or regulations, or any interest or penalties with respect to such excise tax if applicable, (such excise taxcollectively, together with any such interest and penalties, are collectively referred to as the “Excise TaxTaxes”), then the Company shall pay, and Executive shall will be entitled to receive receive, an additional cash payment (a the “Gross-Up Payment”) within 30 days of such determination equal to in an amount such that after payment by the Executive of all taxes (applicable Taxes including any interest or penalties imposed with respect to such taxes), including any Excise Tax, Taxes imposed upon the Gross-Up Payment, the Executive would retain retains an amount of the Gross-Up Payment equal to the Excise Tax Taxes imposed upon by reason of the total Payments. All determinations required For the avoidance of doubt, it is further provided that the Company shall pay all Taxes as a result of any final determination by the Internal Revenue Service that the right of first refusal granted to be made under this Section 9(f)(iiithe Company in the Restricted Stock Agreement does not decrease the value of the Restricted Shares as of the date of the grant to the amount agreed upon by the Company and the Executive. To the extent Executive incurs any interest or penalties with respect to such Taxes (other than interest and penalties due to Executive’s failure to timely make any applicable election, file a tax return or pay taxes shown on his return) (the “Expenses”), including whether then the Company shall reimburse Executive for such Expenses within five (5) days after Executive incurs such Expenses. This reimbursement obligation shall remain in effect during the applicable statute of limitations applicable to any such Expenses, and when the amount of Expenses eligible for reimbursement during any taxable year of Executive will not affect the amount of Expenses eligible for reimbursement in any other taxable year of Executive. This right to reimbursement is not subject to liquidation or exchange for another benefit. To the extent the reimbursement by the Company of any Expenses is taxable to Executive, such taxable amount shall be subject to a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determinationCompany as provided herein.

Gross-Up Payment. If it any 280G Payment to or in respect of the Executive is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) to the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional cash payment (a the “Gross-Up Payment”) within 30 days of such determination equal to in an amount such that that, after payment by the Executive of all taxes (including and any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax, Tax imposed upon the Gross-Up Payment, the Executive would retain retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total 280G Payments. All The Accounting Firm shall make all determinations required to be made under this Section 9(f)(iii7(a), including whether and when a Gross-Up Payment is required, the amount of any such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, determination (except that the Executive’s Federal and state income taxes shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations assumed to both Wintrust and Executive following any determination that a Gross-Up Payment is necessarybe at the maximum marginal rates). All fees and expenses of the auditor Accounting Firm shall be borne solely by the Company. An allocable portion of the Gross-Up Payment, computed assuming all of the 280G Payments constitute excess parachute payments under, and allocated to each payment in accordance with, Section 280G of the Code, shall be paid by Wintrustto the Executive concurrently with each 280G Payment, unless the Company at the same time as such 280G Payment provides the Executive with the Accounting Firm’s opinion that the Executive will not incur any Excise Tax on any part or all of the 280G Payments. Any such opinion shall be based upon the regulations under Sections 280G and 4999 of the Code and shall be supported with substantial authority as defined in Section 6661 of the Code and the regulations thereunder. If no determination by Wintrust’s auditors is made prior any such opinion applies only to part of the time a tax return reflecting 280G Payments, the total Payments is required to be filed by Executive, Company shall pay the Executive will be entitled to receive a the Gross-Up Payment calculated on the basis with respect to that part of the total Payments reported not covered by the opinion. The Executive agrees (unless requested otherwise by the Company) to use reasonable efforts to contest in such tax return, within 30 days good faith any subsequent determination by the Internal Revenue Service that the Executive owes an amount of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon greater than the total Payments than is amount determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Sectionabove; provided, that the Executive shall be entitled to receive reimbursement by the full Gross-Up Payment calculated on Company of all fees and expenses reasonably incurred by the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of Executive in contesting such determination. In the event that the Internal Revenue Service or any tax authority court of competent jurisdiction determines that a lesser the Executive owes an amount of Excise Tax should be imposed on the total Payments that is either greater or less than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of previously taken into account in the Gross-Up Payment paid under this Section 7(a), the Company shall promptly pay to which he the Executive, or the Executive shall promptly repay to the Company, as the case may be, the amount of resulting excess or shortfall in the Gross-Up Payment. Any payment that the Company is actually entitled hereunder, then required to make to the Executive pursuant to the preceding sentence shall include an additional amount such excess shall be reimbursed that after payment by the Executive of all of the Executive’s applicable Federal, state and local taxes (and any interest or penalties imposed with respect to Wintrust within 30 days such taxes) on such additional amount, the Executive shall retain an amount equal to the total of such determinationthe Executive’s applicable Federal, state and local taxes arising due to the later 280G Payment. Payment of any Gross-Up Payment shall in any event be made by December 31 following the taxable year in which the related Excise Tax was incurred.

Gross-Up Payment. If Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it is shall be determined that any amount, right or benefit paid or payable Payment (or otherwise provided or to as defined below) would be provided) to the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Excise Tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”defined below), then Executive shall be entitled to receive an additional cash payment (a the “Excise Tax Gross-Up Payment”) within 30 days of such determination equal to in an amount such that that, after payment by Executive of all taxes (including and any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax, Tax imposed upon the Excise Tax Gross-Up Payment, Executive would retain retains an amount of the Excise Tax Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. All determinations required Notwithstanding the foregoing provisions of this Section 9(a), if it shall be determined that Executive is entitled to the Excise Tax Gross-Up Payment, but that the Parachute Value (as defined below) of all Payments does not exceed 110% of the Safe Harbor Amount (as defined below), then no Excise Tax Gross-Up Payment shall be made to Executive and the amounts payable under this Agreement shall instead be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the payments under Section 7(a)(y) hereof, unless an alternative method of reduction is elected by Executive, and in any event shall be made in such a manner as to maximize the Value (as defined below) of all Payments actually made to Executive. The Company’s obligation to make Excise Tax Gross-Up Payments under this Section 9(f)(iii)9 shall not be conditioned upon Executive’s termination of employment or Executive’s Separation from Service. For purposes of determining the amount of any Excise Tax Gross-Up Payment, including whether and when a Executive shall be considered to pay federal income tax at Executive’s actual marginal rate of federal income taxation in the calendar year in which the Excise Tax Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized made and state and local income taxes at Executive’s actual marginal rate of taxation in arriving at such determination, shall be made by Wintrustthe state and locality of Executive’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a residence on the date on which the Excise Tax Gross-Up Payment is necessary. All fees and expenses calculated for purposes of the auditor shall this Section 9, net of Executive’s actual reduction in federal income taxes which could be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing obtained from deduction of such tax return. All determinations made by such auditor shall be binding upon Wintrust state and Executive. In all eventslocal taxes, if any tax authority determines that a greater Excise Tax should be imposed upon and taking into consideration the total Payments than is determined by Wintrust’s independent auditors or reflected in phase-out of Executive’s itemized deductions under federal income tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determinationlaw.

Gross-Up Payment. If it is determined that any amount, right or benefit paid or payable Within thirty (or otherwise provided or to be provided30) days following a payment to the Executive by Wintrust or pursuant to Section 7 of this Agreement, the Corporation shall obtain a determination of whether any of its affiliates amount paid under this Agreement Agreement, either separately or in conjunction with any other planpayments, program benefits and entitlements received by the Executive hereunder or arrangement under any other plan or agreement under which Executive participates or to which he is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” "Excess Parachute Payment" within the meaning of Section 280G of the Internal Revenue Code, and would thereby be subject to the excise tax tax, interest and penalties imposed by Section 4999 of the CodeCode (the "Excise Tax"). In such event, the Corporation shall pay to Executive, within thirty (30) days of such determination, but no later than March 15 of the calendar year following the year in which Executive's separation from service (as defined by Code Section 409A) occurs, an additional cash payment (a "Gross-Up Payment"), in an amount equal to the amount of such Excise Tax, plus all federal and state income or any other taxes, interest or penalties with respect to the payment of the amount of such excise tax (Excise Tax, including all such excise tax, together taxes with respect to any such interest and penaltiesgrossing-up amount. If, are collectively referred at a later date, the Internal Revenue Service assesses a deficiency against Executive for the Excise Tax which is greater than that which was determined at the time such amounts were paid, the Corporation shall pay to as the “Excise Tax”)Executive, then Executive shall be entitled to receive an additional cash payment within thirty (a “Gross-Up Payment”30) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes)assessment, including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount but no later than March 15 of the Gross-Up Payment equal to calendar year following the Excise Tax imposed upon year in which the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment deficiency is requiredassessed, the amount of such unreimbursed Excise Tax, plus any interest, penalties and reasonable professional fees or expenses incurred by the Executive as a result of such assessment, including all such taxes with respect to any such additional amount, provided that in no event shall such payment be made until six (6) months following Executive's separation from service, if at the time of such separation from service the Executive is a specified employee as defined by Section 409A of the Code. The Corporation shall withhold from any amounts paid under this Agreement the amount of any Excise Tax or other federal, state or local taxes then required to be withheld. Computations of the amount of any Gross-Up Payment and the assumptions to be utilized in arriving at such determination, paid under this Section shall be conclusively made by Wintrust’s the Corporation's independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of accountants, or other independent accountants retained by the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by ExecutiveCorporation, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all eventsconsultation, if necessary, with the Corporation's independent legal counsel. If, after the Executive receives any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors gross-up payments or reflected in Executive’s tax return other amount pursuant to this Section, the Executive receives any refund with respect to the Excise Tax, the Executive shall be entitled to receive promptly pay the full Gross-Up Payment calculated on the basis of Corporation the amount of such refund within thirty (30) days of receipt by the Executive, on a grossed-up basis. If the Corporation deems it necessary or advisable to contest or appeal any assessment, or determination made by the Internal Revenue Service relating to the imposition of an Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser as described herein (an "Excise Tax should Contest/Appeal"), Executive covenants and agrees to reasonably cooperate with the Corporation in connection with the Excise Tax Contest/Appeal; provided, however, that the Corporation shall be imposed on the total Payments than is determined responsible for all professional costs and expenses incurred by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then connection with such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determinationExcise Tax Contest/Appeal.

Gross-Up Payment. If it is determined that any amountpayments or benefits of any kind, right or benefit paid or payable (or otherwise provided or to be provided) to the Executive by Wintrust or any of its affiliates whether under this Employment Agreement or any other plan, program agreement or arrangement of the Corporation or of Del Monte Foods Company paid or payable to or for the benefit of Executive, or any other compensation from whatever source paid or payable to or for the benefit of Executive that is deemed contingent on a Change of Control (or that is otherwise deemed a parachute payment under which Executive participates or is a partyTreas Reg Section 1.280G-1, other than amounts payable under this Section 9(f)(iiiQ&A-2) (collectively, the “PaymentsPayment”), would constitute ) is an “excess parachute payment” within the meaning of Code Section 280G of the Internal Revenue Code, and would be subject to the excise tax imposed by Code Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then the Company shall pay Executive shall be entitled to receive an additional cash payment (a the “Gross-Up Payment”) within 30 days of such determination equal to in an amount such that after payment by the Executive of all taxes, including, without limitation, any income taxes (including any interest or penalties and Excise Tax imposed with respect to such taxes), including any Excise Tax, imposed upon on the Gross-Up Payment, Executive would shall retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon on the total PaymentsPayment; provided, however, that such Gross-Up Payment shall only be paid if the original Payment exceeds the Section 280G excess parachute payment criterion by five percent (5%) or more. All determinations required The Gross-Up Payment shall be subject to and paid net of any applicable withholding. The amount of any Gross-Up Payment or Excise Tax shall be made under this Section 9(f)(iii)reasonably determined by the Company after consultation with its legal and tax advisors.” Notwithstanding the foregoing, including whether any Gross-Up Payment will be paid to Executive within thirty (30) days after the date the amount thereof has been determined, but in no event later than the end of the calendar year following the calendar year in which the income taxes and when a Excise Tax are remitted to the applicable taxing authority. If no Gross-Up Payment is requiredpayable to Executive pursuant to the above because the payment did not exceed the above-referenced 5% threshold, but it is determined that the Payment nonetheless would be subject to the Excise Tax, then the Payment will be either (i) reduced to an amount that would result in no portion of such Gross-Up the Payment being subject to the Excise Tax, or (ii) paid in full, whichever of (i) or (ii), after taking into account all applicable taxes, including without limitation, any income taxes, employment taxes and the assumptions to be utilized Excise Tax (all computed at the highest applicable marginal rate), results in arriving at such determinationthe Executive’s receipt, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Grosson an after-Up Payment is necessary. All fees and expenses tax basis, of the auditor shall be paid by Wintrustgreater amount. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by ExecutiveExcept as expressly provided in this Second Amendment, Executive will be entitled to receive a Gross-Up Payment calculated on the basis all other provisions of the total Payments reported by Executive Employment Agreement and the First Amendment shall remain in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust full force and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determinationeffect.

Gross-Up Payment. If it is determined that the Executive becomes entitled to payments and benefits following a Change in Control under Section 6(f) or the vesting of stock options accelerate following a Change in Control as provided in any amountstock option agreement or certificate, right the Company will cause its independent auditors promptly to review, at the Company’s sole expense, the applicability of Code Section 4999 to any payment or benefit distribution of any type by the Company to or for the Executive’s benefit, whether paid or payable (or distributed or distributable pursuant to the terms of this Agreement, any stock option agreement or certificate or otherwise provided or to be provided) to the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Total Payments”), would constitute . If the auditor determines that the Total Payments result in an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, subject to the excise tax imposed by Code Section 4999 of the Codeor any comparable state or local law, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive the Company will make an additional cash payment (a “Gross-Up Payment”) to the Executive within 30 10 days of after such determination equal to an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Total Payments. All determinations required For purposes of the foregoing determination, the Executive’s tax rate will be deemed to be made under this Section 9(f)(iii), including whether the highest statutory marginal state and when federal tax rate (on a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized combined basis) then in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrusteffect. If no determination by Wintrustthe Company’s auditors is made prior to the time the Executive is required to file a tax return reflecting the total Payments is required to be filed by ExecutiveTotal Payments, the Executive will be entitled to receive from the Company a Gross-Up Payment calculated on the basis of the total Payments Excise Tax the Executive reported by Executive in such tax return, within 30 10 days after the later of the filing of date on which the Executive files such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executivereturn or the date on which the Executive provides a copy thereof to the Company. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Total Payments than is determined by Wintrustthe Company’s independent auditors or reflected in the Executive’s tax return pursuant to this SectionSection 6(g), the Executive shall will be entitled to receive from the Company the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 10 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to after the Executive in excess of notifies the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days Company of such determination.

Gross-Up Payment. If it is determined The term “Gross Up Payment” as used in this Employment Agreement shall mean a payment to or on behalf of Executive which shall be sufficient to pay (1) 100% of any excise tax described in this §4.2(g), (2) 100% of any federal, state and local income tax and social security and other employment tax on the payment made to pay such excise tax as well as any additional taxes on such payment and (3) 100% of any interest or penalties assessed by the Internal Revenue Service on Executive which are related to the timely payment of such excise tax (unless such interest or penalties are attributable to Executive’s willful misconduct or gross negligence with respect to such timely payment). A Gross Up Payment shall be made by ICE promptly after either ICE or ICE’s independent accountants determine that any amountpayments and benefits called for under this Employment Agreement together with any other payments and benefits made available to Executive by ICE and any other person will result in Executive’s being subject to an excise tax under § 4999 of the Internal Revenue Code of 1986, as amended (which shall be referred to in this § 4.2(g) as the “Code”) or such an excise tax is assessed against Executive as a result of any such payments and other benefits if Executive takes such action (other than waiving Executive’s right to any payments or benefit benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this § 4.2(g)) as ICE reasonably requests under the circumstances to mitigate or challenge such excise tax; provided, however, if ICE or ICE’s independent accountants make the determination described in this § 4.2(g) and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive’s right to receive a part of such payments or benefits and such part does not exceed $15,000, Executive shall irrevocably waive Executive’s right to receive such part if an independent accountant or lawyer retained by Executive and paid by ICE agrees with the determination made by ICE or payable (or otherwise provided or to be provided) ICE’s independent accountants with respect to the Executive by Wintrust effect of such reduction in payments or any of its affiliates benefits. Any determinations under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii§4.2(g) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section shall be made in accordance with § 280G of the Code and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue CodeService rulings and any related case law and, subject if ICE reasonably requests that Executive take action to the excise tax imposed by Section 4999 of the Codemitigate or challenge, or any interest or penalties with respect to such excise tax (such excise taxmitigate and challenge, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment tax or assessment (a “Gross-Up Payment”) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments other than is determined by Wintrust’s independent auditors or reflected in waiving Executive’s tax return pursuant right to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors payments or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive benefits in excess of the amount of the Gross-Up Payment payments or benefits which Executive has expressly agreed to which he is actually entitled hereunderwaive under this §4.2(g)) and Executive complies with such request, then ICE shall provide Executive with such excess information and such expert advice and assistance from ICE’s independent accountants, lawyers and other advisors as Executive may reasonably request and shall be reimbursed by the Executive to Wintrust within 30 days of pay for all expenses incurred in effecting such determinationcompliance and any related fines, penalties, interest and other assessments.

Gross-Up Payment. If it any 280G Payment to or in respect of the Executive is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) to the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional cash payment (a “the “Gross-Up Payment”) within 30 days of such determination equal to in an amount such that that, after payment by the Executive of all taxes (including and any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax, Tax imposed upon the Gross-Up Payment, the Executive would retain retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total 280G Payments. All The Accounting Firm shall make all determinations required to be made under this Section 9(f)(iii7(a), including whether and when a Gross-Up Payment is required, the amount of any such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, determination (except that the Executive’s Federal and state income taxes shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations assumed to both Wintrust and Executive following any determination that a Gross-Up Payment is necessarybe at the maximum marginal rates). All fees and expenses of the auditor Accounting Firm shall be borne solely by the Company. An allocable portion of the Gross-Up Payment, computed assuming all of the 280G Payments constitute excess parachute payments under, and allocated to each payment in accordance with, Section 280G of the Code, shall be paid by Wintrustto the Executive concurrently with each 280G Payment, unless the Company at the same time as such 280G Payment provides the Executive with the Accounting Firm’s opinion that the Executive will not incur any Excise Tax on any part or all of the 280G Payments. Any such opinion shall be based upon the regulations under Sections 280G and 4999 of the Code and shall be supported with substantial authority as defined in Section 6661 of the Code and the regulations thereunder. If no determination by Wintrust’s auditors is made prior any such opinion applies only to part of the time a tax return reflecting 280G Payments, the total Payments is required to be filed by Executive, Company shall pay the Executive will be entitled to receive a the Gross-Up Payment calculated on the basis with respect to that part of the total Payments reported not covered by the opinion. The Executive agrees (unless requested otherwise by the Company) to use reasonable efforts to contest in such tax return, within 30 days good faith any subsequent determination by the Internal Revenue Service that the Executive owes an amount of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon greater than the total Payments than is amount determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Sectionabove; provided, that the Executive shall be entitled to receive reimbursement by the full Gross-Up Payment calculated on Company of all fees and expenses reasonably incurred by the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of Executive in contesting such determination. In the event that the Internal Revenue Service or any tax authority court of competent jurisdiction determines that a lesser the Executive owes an amount of Excise Tax should be imposed on the total Payments that is either greater or less than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of previously taken into account in the Gross-Up Payment paid under this Section 7(a), the Company shall promptly pay to which he the Executive, or the Executive shall promptly repay to the Company, as the case may be, the amount of resulting excess or shortfall in the Gross-Up Payment. Any payment that the Company is actually entitled hereunder, then required to make to the Executive pursuant to the preceding sentence shall include an additional amount such excess shall be reimbursed that after payment by the Executive of all of the Executive’s applicable Federal, state and local taxes (and any interest or penalties imposed with respect to Wintrust within 30 days such taxes) on such additional amount, the Executive shall retain an amount equal to the total of such determinationthe Executive’s applicable Federal, state and local taxes arising due to the later 280G Payment. Payment of any Gross-Up Payment shall in any event be made by December 31 following the taxable year in which the related Excise Tax was incurred.

Gross-Up Payment. If it is determined that all or a portion of any amount, right or benefit paid or payable (or otherwise provided or to be provided) to the Executive by Wintrust or any of its affiliates payments under this Agreement Agreement, or under any other plan, program agreement with or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “plan of Employer qualifies as "excess parachute payment” within the meaning of payments" under Section 280G of the Internal Revenue Code of l986, as amended (the "Code"), and are thereby subject to the excise tax imposed by described in Code Section 4999 of the Code4999, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive Employer shall be entitled to receive provide Employee an additional cash payment (a “"Gross-Up Payment”) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the ." This Gross-Up PaymentPayment shall be a cash payment that is equal to Employee's excise tax liability under 2 Code Section 4999, Executive would retain plus an additional amount to cover Employee's state and federal income taxes on the additional payment. If any such excess parachute payments become payable to Employee following Employer's termination of Employee for any reason other than For Cause, or following Employee's voluntary termination for Good Reason, the Gross-Up Payment equal described in this Paragraph 10(e)(1) shall be paid as soon as practicable following such termination from employment, and in no event later than thirty (30) days following such termination. If any such excess parachute payments become payable to the Excise Tax imposed upon the total Payments. All determinations required to Employee while Employee continues in active employment with Employer, such payment shall be made under this Section 9(f)(iii)as soon as practicable following the Change in Control, including but not later than thirty (30) days following such Change in Control. The independent accounting firm used by Employer at the time of a Change in Control (the "Accounting Firm") shall determine whether and when Executive is entitled to a Gross-Up Payment is requiredunder this Paragraph 10(e)(1), and the amount of any such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditorpayment. The auditor Accounting Firm shall promptly provide detailed supporting calculations to both Wintrust Employer and Executive following any determination Employee within fifteen (15) business days of receiving notice from Employer or Employee that there has been a Gross-Up Payment Change in Control. If the Accounting Firm is necessaryserving as accountant or auditor for the individual, entity, or group effecting the Change in Control, Employee may appoint another nationally recognized accounting firm to make the determinations required under this Paragraph. All Employer shall pay all fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determinationAccounting Firm.

Gross-Up Payment. If it is determined that any amount, right payment or benefit paid or payable (or otherwise provided or to be provided) to received by the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program plan or arrangement agreement with the Company (a “Benefit”) is subject to tax under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G 4999 of the Internal Revenue CodeCode of 1986, subject to the excise tax imposed by Section 4999 of the Codeas amended, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxcollectively, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then the Company will pay the Executive shall be entitled to receive an additional cash payment amount (a “Gross-Gross Up Payment”) within 30 days of such determination equal to an amount such that after payment covers: all Excise Taxes payable by Executive because of any such Benefit and all income and employment taxes (including and Excise Taxes on the Gross Up Payment. It is the Company’s intent that any interest or penalties imposed with respect payment under this Section 3.9 shall place the Executive in the same position that he would have been in had the Benefit not been subject to such taxes), including any the Excise Tax. Provided, imposed upon the Gross-Up Paymenthowever, Executive would retain an amount of that the Gross-Up Payment equal shall be made only if the total value of the Benefit exceeds by 10 percent or more the dollar amount that is 3 times the Executive’s “base amount” (as defined in Section 280G of the Code). If the total value of the Benefit exceeds by less than 10 percent the dollar amount that is 3 times the Executive’s “base amount,” then no Gross-Up Payment shall be made and Benefits shall be capped at the amount that is $1 less than 3 times the Executive’s “base amount.” If a reduction is required, the Benefit shall be reduced first by reducing the Monthly Severance Payments provided under Section 3.4 of this Agreement, followed by any payments that are not subject to Section 409A. Any Gross Up Payment shall be made no later than the date the Excise Tax is payable by the Executive or the date it is withheld as provided below. The Company shall determine whether or not any Benefit is subject to the Excise Tax imposed upon the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of withhold the amount of the Gross-Up Payment Excise Tax from any Benefit or other remuneration payable to which he is actually entitled hereunder, then the Executive. Any such excess determination shall be reimbursed made in good faith and after consultation with the Company’s independent certified public accountants or outside tax counsel. The Company shall also have the right, on behalf of the Executive, at its sole cost and expense, to contest any claim by the Internal Revenue Service (“Service”) that any Benefit is subject to the Excise Tax or file and pursue a claim for refund of any Excise Tax previously paid. The Executive shall cooperate with the Company in any such proceeding and provide the Company with any notifications received by the Executive from the Service. If the Executive receives any refund of Excise Tax for which a Gross Up Payment has been made, the Executive shall pay such refund to Wintrust within 30 days of such determinationthe Company.

Gross-Up Payment. If it is determined The term “Gross Up Payment” as used in this Employment Agreement shall mean a payment to or on behalf of Executive which shall be sufficient to pay (1) 100% of any excise tax described in this §4.2(g), (2) 100% of any federal, state and local income tax and social security and other employment tax on the payment made to pay such excise tax as well as any additional taxes on such payment and (3) 100% of any interest or penalties assessed by the Internal Revenue Service on Executive which are related to the timely payment of such excise tax (unless such interest or penalties are attributable to Executive’s willful misconduct or gross negligence with respect to such timely payment). A Gross Up Payment shall be made by the Company promptly after either the Company or the Company ‘s independent accountants determine that any amountpayments and benefits called for under this Employment Agreement together with any other payments and benefits made available to Executive by the Company and any other person will result in Executive’s being subject to an excise tax under § 4999 of the Internal Revenue Code of 1986, as amended (which shall be referred to in this § 4.2(g) as the “Code”) or such an excise tax is assessed against Executive as a result of any such payments and other benefits if Executive takes such action (other than waiving Executive’s right to any payments or benefit benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this § 4.2(g)) as the Company reasonably requests under the circumstances to mitigate or challenge such excise tax; provided, however, if the Company or the Company’s independent accountants make the determination described in this § 4.2(g) and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive’s right to receive a part of such payments or benefits and such part does not exceed $25,000, Executive shall irrevocably waive Executive’s right to receive such part if an independent accountant or lawyer retained by Executive and paid by the Company agrees with the determination made by the Company or payable (or otherwise provided or to be provided) the Company’s independent accountants with respect to the Executive by Wintrust effect of such reduction in payments or any of its affiliates benefits. Any determinations under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii§4.2(g) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section shall be made in accordance with § 280G of the Code and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue CodeService rulings and any related case law and, subject if the Company reasonably requests that Executive take action to the excise tax imposed by Section 4999 of the Codemitigate or challenge, or any interest or penalties with respect to such excise tax (such excise taxmitigate and challenge, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment tax or assessment (a “Gross-Up Payment”) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments other than is determined by Wintrust’s independent auditors or reflected in waiving Executive’s tax return pursuant right to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors payments or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive benefits in excess of the amount of payments or benefits which Executive has expressly agreed to waive under this §4.2(g)) and Executive complies with such request, the Gross-Up Payment to which he is actually entitled hereunderCompany shall provide Executive with such information and such expert advice and assistance from the Company ‘s independent accountants, then lawyers and other advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determinationcompliance and any related fines, penalties, interest and other assessments.

Gross-Up Payment. If it is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) Notwithstanding anything to the Executive by Wintrust or contrary in this Agreement, if any of its affiliates under this Agreement the payments or any other plan, program or arrangement under benefits which the Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) has the right to receive from the Corporation (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, ) are later determined to be subject to the excise tax imposed by Section 4999 409A of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “Excise 409A Tax”), then the Corporation shall pay to the Executive shall be entitled to receive an additional cash payment (a “Gross-Up up Payment”) within 30 days of such determination equal to in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, income tax imposed upon the on any Gross-Up up Payment, the Executive would retain retains an amount of the Gross-Up up Payment equal to the Excise 409A Tax imposed upon the total Payments. All determinations required The Compensation Committee of the Board shall make an initial determination as to be made under this Section 9(f)(iii), including whether and when a Gross-Up up Payment is required, required and the amount of any such Gross-Up Payment and up Payment. The Corporation's payment of any amount due to the assumptions to be utilized in arriving at such determination, Executive by reason of this Section 1.6 shall be made by Wintrust’s independent auditorpromptly after the Compensation Committee of the Board makes its determination, but in any event no later than December 31 of the year following the year in which the Executive makes his payment of the 409A Tax to the Internal Revenue Service. The auditor Executive shall promptly provide detailed supporting calculations notify the Corporation immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Corporation to both Wintrust and Executive following any determination that make a Gross-Up up Payment is necessary. All fees and expenses (or a Gross-up Payment in excess of that, if any, initially determined by the Compensation Committee of the auditor Board) within five days of the receipt of such claim. The Corporation shall be paid by Wintrust. If no determination by Wintrust’s auditors is made notify the Executive in writing at least five days prior to the time due date of any response required with respect to such claim if it plans to contest the claim. If the Corporation decides to contest such claim, then the Executive shall cooperate fully with the Corporation in such action; provided, however, the Corporation shall bear and pay all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold the Executive harmless, on an after-tax basis, for any 409A Tax or income tax, including interest and penalties with respect thereto, imposed as a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis result of the total Payments reported by Executive in such tax returnCorporation’s action. If, within 30 days as a result of the filing Corporation’s action with respect to a claim, the Executive receives a refund of any amount paid by the Corporation with respect to such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all eventsclaim, if any tax authority determines that a greater Excise Tax should be imposed upon then the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled promptly pay such refund to receive the full Gross-Up Payment calculated on Corporation. If the basis of Corporation fails to timely notify the amount of Excise Tax determined Executive whether it will contest such claim or the Corporation determines not to be payable by contest such tax authority from Wintrust within 30 days of such determination. In claim, then the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment Corporation shall immediately pay to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days portion of such determinationclaim, if any, which it has not previously paid to the Executive.

Gross-Up Payment. If it is Notwithstanding anything to the contrary in this Agreement, if any of the payments or benefits which the Executive has the right to receive from the Corporation (the "Payments") are later determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) to the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, subject to the excise tax imposed by Section 4999 409A of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “Excise "409A Tax”"), then the Corporation shall pay to the Executive shall be entitled to receive an additional cash payment (a “"Gross-Up up Payment”") within 30 days of such determination equal to in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, income tax imposed upon the on any Gross-Up up Payment, the Executive would retain retains an amount of the Gross-Up up Payment equal to the Excise 409A Tax imposed upon the total Payments. All determinations required The Compensation Committee shall make an initial determination as to be made under this Section 9(f)(iii), including whether and when a Gross-Up up Payment is required, required and the amount of any such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditorup Payment. The auditor Executive shall promptly provide detailed supporting calculations notify the Corporation immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Corporation to both Wintrust and Executive following any determination that make a Gross-Up up Payment is necessary. All fees and expenses (or a Gross-up Payment in excess of that, if any, initially determined by the Compensation Committee) within five days of the auditor receipt of such claim. The Corporation shall be paid by Wintrust. If no determination by Wintrust’s auditors is made notify the Executive in writing at least five days prior to the time due date of any response required with respect to such claim if it plans to contest the claim. If the Corporation decides to contest such claim, then the Executive shall cooperate fully with the Corporation in such action; provided, however, the Corporation shall bear and pay all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold the Executive harmless, on an after-tax basis, for any 409A Tax or income tax, including interest and penalties with respect thereto, imposed as a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis result of the total Payments reported by Executive in such tax returnCorporation's action. If, within 30 days as a result of the filing Corporation's action with respect to a claim, the Executive receives a refund of any amount paid by the Corporation with respect to such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all eventsclaim, if any tax authority determines that a greater Excise Tax should be imposed upon then the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled promptly pay such refund to receive the full Gross-Up Payment calculated on Corporation. If the basis of Corporation fails to timely notify the amount of Excise Tax determined Executive whether it will contest such claim or the Corporation determines not to be payable by contest such tax authority from Wintrust within 30 days of such determination. In claim, then the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment Corporation shall immediately pay to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days portion of such determinationclaim, if any, which it has not previously paid to the Executive.

Gross-Up Payment. If it is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) Notwithstanding anything to the Executive by Wintrust or contrary in this Agreement, if any of its affiliates under this Agreement the payments or any other plan, program or arrangement under benefits which the Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) has the right to receive from the Corporation (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, ) are later determined to be subject to the excise tax imposed by Section 4999 409A of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “Excise 409A Tax”), then the Corporation shall pay to the Executive shall be entitled to receive an additional cash payment (a “Gross-Up up Payment”) within 30 days of such determination equal to in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, income tax imposed upon the on any Gross-Up up Payment, the Executive would retain retains an amount of the Gross-Up up Payment equal to the Excise 409A Tax imposed upon the total Payments. All determinations required The Compensation Committee shall make an initial determination as to be made under this Section 9(f)(iii), including whether and when a Gross-Up up Payment is required, required and the amount of any such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditorup Payment. The auditor Executive shall promptly provide detailed supporting calculations notify the Corporation immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Corporation to both Wintrust and Executive following any determination that make a Gross-Up up Payment is necessary. All fees and expenses (or a Gross-up Payment in excess of that, if any, initially determined by the Compensation Committee) within five days of the auditor receipt of such claim. The Corporation shall be paid by Wintrust. If no determination by Wintrust’s auditors is made notify the Executive in writing at least five days prior to the time due date of any response required with respect to such claim if it plans to contest the claim. If the Corporation decides to contest such claim, then the Executive shall cooperate fully with the Corporation in such action; provided, however, the Corporation shall bear and pay all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold the Executive harmless, on an after-tax basis, for any 409A Tax or income tax, including interest and penalties with respect thereto, imposed as a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis result of the total Payments reported by Executive in such tax returnCorporation’s action. If, within 30 days as a result of the filing Corporation’s action with respect to a claim, the Executive receives a refund of any amount paid by the Corporation with respect to such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all eventsclaim, if any tax authority determines that a greater Excise Tax should be imposed upon then the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled promptly pay such refund to receive the full Gross-Up Payment calculated on Corporation. If the basis of Corporation fails to timely notify the amount of Excise Tax determined Executive whether it will contest such claim or the Corporation determines not to be payable by contest such tax authority from Wintrust within 30 days of such determination. In claim, then the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment Corporation shall immediately pay to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days portion of such determinationclaim, if any, which it has not previously paid to the Executive.

Gross-Up Payment. If it is determined that In the event any amount, right or benefit paid or payable (or otherwise provided or stock option granted to be provided) to the Executive by Wintrust Dain Xxxxxxxx xxxomes fully vested or exercisable as a result of a Change in Control, as defined herein, or in the event that Executive otherwise becomes entitled to any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess payments from Dain Xxxxxxxx xxxch are "parachute payment” payments" within the meaning of Section 280G of the Internal Revenue Code, Dain Xxxxxxxx xxxll cause its independent auditors promptly to review, at Dain Xxxxxxxx'x xxxe expense, the applicability of Section 4999 of the Code to such stock options and such payments. If such auditors shall determine that any payment or distribution of any type by Dain Xxxxxxxx xx Executive or for Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “"Excise Tax”"), then Executive shall be entitled to receive an additional cash payment (a “"Gross-Up Payment”") within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Total Payments. All determinations required For purposes of the foregoing determination, Executive's tax rate shall be deemed to be made under this Section 9(f)(iii), the highest statutory marginal state and Federal tax rate (on a combined basis) (including whether Executive's share of F.I.C.A. and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized Medicare taxes) then in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrusteffect. If no determination by Wintrust’s auditors the Dain Xxxxxxxx xxxitors is made prior to the time a tax return reflecting the total Total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Total Payments than is determined by Wintrust’s independent Dain Xxxxxxxx'x xxxependent auditors or reflected in Executive’s 's tax return pursuant to this SectionAgreement, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within Dain Xxxxxxxx xxxhin 30 days of such determination.

Gross-Up Payment. If it is determined that the Executive becomes entitled to payments and benefits following a Change in Control under Section 6(f) or the vesting of stock options accelerate following a Change in Control as provided in any amountstock option agreement or certificate, right the Company will cause its independent auditors promptly to review, at the Company’s sole expense, the applicability of Code Section 4999 to any payment or benefit distribution of any type by the Company to or for the Executive’s benefit, whether paid or payable (or distributed or distributable pursuant to the terms of this Agreement, any stock option agreement or certificate or otherwise provided or to be provided) to the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Total Payments”), would constitute . If the auditor determines that the Total Payments result in an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, subject to the excise tax imposed by Code Section 4999 of the Codeor any comparable state or local law, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive the Company will make an additional cash payment (a “Gross-Up Payment”) to the Executive within 30 10 days of after such determination equal to an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Total Payments. All determinations required For purposes of the foregoing determination, the Executive’s tax rate will be deemed to be made under this Section 9(f)(iii), including whether the highest statutory marginal state and when federal tax rate (on a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized combined basis) then in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrusteffect. If no determination by Wintrustthe Company’s auditors is made prior to the time the Executive is required to file a tax return reflecting the total Payments is required to be filed by ExecutiveTotal Payments, the Executive will be entitled to receive from the Company a Gross-Up Payment calculated on the basis of the total Payments Excise Tax the Executive reported by Executive in such tax return, within 30 10 days after the later of the filing of date on which the Executive files such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executivereturn or the date on which the Executive provides a copy thereof to the Company. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Total Payments than is determined by Wintrustthe Company’s independent auditors or reflected in the Executive’s tax return pursuant to this SectionSection 6(g), the Executive shall will be entitled to receive from the Company the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 10 days after the Executive notifies the Company of such determination. In Notwithstanding the foregoing, in the event that any tax authority the Company reasonably determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment is subject to Section 409A of the Code, such payment will be made in the same calendar year in which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determinationTotal Payments are made.

Gross-Up Payment. If (a) Anything in this Agreement to the contrary notwithstanding, if it is shall be determined that any amount, right or benefit paid or payable (or otherwise provided or to Payments would be provided) to the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, subject to the excise tax imposed by Section 4999 of the Code, Excise Tax or any interest or penalties with respect are incurred and it is determined that the Payments should not be reduced pursuant to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”)Section 4.1, then the Executive shall be entitled to receive an additional cash payment (a “"Gross-Up Payment”") within 30 days of such determination equal to in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax, Taxes imposed upon the Gross-Up Payment, the Executive would retain retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. (b) All determinations required to be made under this Section 9(f)(iii)4.2, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor the Company's Accountants, who shall promptly provide detailed supporting calculations both to both Wintrust the Company and the Executive following any determination within 15 business days of the receipt of notice from the Executive that there has been a Gross-Up Payment Payment, or such earlier time as is necessaryrequested by the Company. All fees and expenses of the auditor Accountants shall be borne solely by the Company. Any Gross-Up Payment as determined pursuant to this Section 4.2 shall be paid by Wintrustthe Company to the Executive within five days of the receipt of the Accountants' determination. If no Any determination by Wintrust’s auditors the Accountants shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Sections 280G and 4999 of the Code, at the time of the initial determination by the Accountants hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment") consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4.2(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accountants 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. (c) The 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 the 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. The 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the 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 the 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 4.2, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego 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 the Executive to pay the tax return reflecting claimed and sue for a refund or contest txx claim in any permissible manner, and the total Payments 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, further, that if the Company directs the Executive to pay such claim and sue for a refund, the Company xxall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (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 PROVIDED, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is required claimed to be filed by Executivedue is limited solely to such contested amount. Furthermore, Executive will the Company's control of the contest shall be entitled limited to receive issues with respect to which a Gross-Up Payment calculated on would be payable hereunder and the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to settle or contest, 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 the Executive of an amount advanced by the Company pursuant to Section 4.2(c), the Executive becomes entitled to receive any refund with respect to such claim, the full Executive shall (subject to the Company's compliance with the requirements of Section 4.2) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If after the receipt by the Executive of an amount advanced by the Company pursuant to Section 4.2, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the 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 such advance shall offset, to the extent thereof, the amount of Gross-Up Payment calculated on the basis of the amount of Excise Tax determined required to be payable by such tax authority from Wintrust within 30 days of such determinationpaid. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determination5.

Gross-Up Payment. If it is determined that the Executive becomes entitled to payments and benefits following a Change in Control under Section 6(f) or the vesting of any amountstock options held by the Executive accelerate following a Change in Control pursuant to any stock option agreement or certificate, right whether entered into on or benefit after the date hereof, the Parent Corporation will cause its independent auditors promptly to review, at the Company’s sole expense, the applicability of Code Section 4999 to any payment or distribution of any type by the Company to or for the Executive’s benefit, whether paid or payable (or distributed or distributable pursuant to the terms of this Agreement, any stock option agreement or otherwise provided or to be provided) to the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Total Payments”), would constitute . If the auditor determines that the Total Payments result in an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, subject to the excise tax imposed by Code Section 4999 of the Codeor any comparable state or local law, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive the Company will make an additional cash payment (a “Gross-Up Payment”) to the Executive within 30 10 days of after such determination equal to an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Total Payments. All determinations required For purposes of the foregoing determination, the Executive’s tax rate will be deemed to be made under this Section 9(f)(iii), including whether the highest statutory marginal state and when federal tax rate (on a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized combined basis) then in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrusteffect. If no determination by Wintrustthe Company’s auditors is made prior to the time the Executive is required to file a tax return reflecting the total Payments is required to be filed by ExecutiveTotal Payments, the Executive will be entitled to receive from the Company a Gross-Up Payment calculated on the basis of the total Payments Excise Tax the Executive reported by Executive in such tax return, within 30 10 days after the later of the filing of date on which the Executive files such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executivereturn or the date on which the Executive provides a copy thereof to the Company. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Total Payments than is determined by Wintrustthe Company’s independent auditors or reflected in the Executive’s tax return pursuant to this SectionSection 6(g), the Executive shall will be entitled to receive from the Company the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 10 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to after the Executive in excess of notifies the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days Company of such determination.

Gross-Up Payment. If it is determined that any amountpayments or benefits of any kind, right or benefit paid or payable (or otherwise provided or to be provided) to the Executive by Wintrust or any of its affiliates whether under this Employment Agreement or any other plan, program agreement or arrangement of the Corporation or of Del Monte Foods Company paid or payable to or for the benefit of Executive, or any other compensation from whatever source paid or payable to or for the benefit of Executive that is deemed contingent on a Change of Control (or that is otherwise deemed a parachute payment under which Executive participates or is a partyTreas Reg Section 1.280G-1, other than amounts payable under this Section 9(f)(iiiQ&A-2) (collectively, the “PaymentsPayment”), would constitute ) is an “excess parachute payment” within the meaning of Code Section 280G of the Internal Revenue Code, and would be subject to the excise tax imposed by Code Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then the Company shall pay Executive shall be entitled to receive an additional cash payment (a the “Gross-Up Payment”) within 30 days of such determination equal to in an amount such that after payment by the Executive of all taxes, including, without limitation, any income taxes (including any interest or penalties and Excise Tax imposed with respect to such taxes), including any Excise Tax, imposed upon on the Gross-Up Payment, Executive would shall retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon on the total PaymentsPayment; provided, however, that such Gross-Up Payment shall only be paid if the original Payment exceeds the Code Section 280G excess parachute payment criterion by five percent (5%) or more. All determinations required The Gross-Up Payment shall be subject to and paid net of any applicable withholding. The amount of any Gross-Up Payment or Excise Tax shall be made under this Section 9(f)(iii)reasonably determined by the Company after consultation with its legal and tax advisors.” Notwithstanding the foregoing, including whether any Gross-Up Payment will be paid to Executive within thirty (30) days after the date the amount thereof has been determined, but in no event later than the end of the calendar year following the calendar year in which the income taxes and when a Excise Tax are remitted to the applicable taxing authority. If no Gross-Up Payment is requiredpayable to Executive pursuant to the above because the payment did not exceed the above-referenced 5% threshold, but it is determined that the Payment nonetheless would be subject to the Excise Tax, then the Payment will be either (i) reduced to an amount that would result in no portion of such Gross-Up the Payment being subject to the Excise Tax, or (ii) paid in full, whichever of (i) or (ii), after taking into account all applicable taxes, including without limitation, any income taxes, employment taxes and the assumptions to be utilized Excise Tax (all computed at the highest applicable marginal rate), results in arriving at such determinationthe Executive’s receipt, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Grosson an after-Up Payment is necessary. All fees and expenses tax basis, of the auditor shall be paid by Wintrustgreater amount. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by ExecutiveExcept as expressly provided in this Second Amendment, Executive will be entitled to receive a Gross-Up Payment calculated on the basis all other provisions of the total Payments reported by Executive Employment Agreement and the First Amendment shall remain in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust full force and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determinationeffect.

Gross-Up Payment. If Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it is shall be determined that any amountamount paid, right distributed or treated as paid or distributed by the Company or Advest to or for Executive's benefit (whether paid or payable (or otherwise provided distributed or to be provided) distributable pursuant to the Executive by Wintrust or any terms of its affiliates under this Agreement or otherwise, but determined without regard to any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable additional payments required under this Section 9(f)(iii6) (collectively, the “Payments”), a "Payment") would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code, ") or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then Executive shall be entitled to receive an additional cash payment (a “"Gross-Up Payment”") within 30 days of such determination equal to in an amount such that after payment by Executive of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax, Tax imposed upon the Gross-Up Payment, Executive would retain retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. All determinations required to be made under this Section 9(f)(iii)6, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor a nationally recognized accounting firm as may be designated by Executive (the "Accounting Firm") which shall promptly provide detailed supporting calculations both to both Wintrust the Company and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 15 business days of the filing receipt of notice from Executive that there has been a Payment, or such tax return. All determinations made earlier time as is requested by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determinationCompany. In the event that any tax authority determines that a lesser Excise Tax should the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the change in control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be imposed on referred to as the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Accounting Firm hereunder). All fees and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determination.expenses

Gross-Up Payment. If it is determined that any amount, right or benefit paid or payable Within thirty (or otherwise provided or to be provided30) days following a payment to the Executive by Wintrust or pursuant to Section 7 of this Agreement, the Corporation shall obtain a determination of whether any of its affiliates amount paid under this Agreement Agreement, either separately or in conjunction with any other planpayments, program benefits and entitlements received by the Executive hereunder or arrangement under any other plan or agreement under which Executive participates or to which he is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” "Excess Parachute Payment" within the meaning of Section 280G of the Internal Revenue Code, and would thereby be subject to the excise tax tax, interest and penalties imposed by Section 4999 of the CodeCode (the "Excise Tax"). In such event, the Corporation shall pay to Executive, within thirty (30) days of such determination, but no later than March 15 of the calendar year following the year in which Executive's separation from service (as defined by Code Section 409A) occurs, an additional cash payment (a "Gross-Up Payment"), in an amount equal to the amount of such Excise Tax, plus all federal and state income or any other taxes, interest or penalties with respect to the payment of the amount of such excise tax (Excise Tax, including all such excise tax, together taxes with respect to any such interest and penaltiesgrossing-up amount. If, are collectively referred at a later date, the Internal Revenue Service assesses a deficiency against Executive for the Excise Tax which is greater than that which was determined at the time such amounts were paid, the Corporation shall pay to as the “Excise Tax”)Executive, then Executive shall be entitled to receive an additional cash payment within thirty (a “Gross-Up Payment”30) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes)assessment, including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount but no later than March 15 of the Gross-Up Payment equal to calendar year following the Excise Tax imposed upon year in which the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment deficiency is requiredassessed, the amount of such unreimbursed Excise Tax, plus any interest, penalties and reasonable professional fees or expenses incurred by the Executive as a result of such assessment, including all such taxes with respect to any such additional amount, provided that in no event shall such payment be made until six (6) months following Executive's separation from service, if at the time of such separation from service the Executive is a specified employee as defined by Section 409A of the Code. The Corporation shall withhold from any amounts paid under this Agreement the amount of any Excise Tax or other federal, state or local taxes then required to be withheld. Computations of the amount of any Gross-Up Payment and the assumptions to be utilized in arriving at such determination, paid under this Section shall be conclusively made by Wintrust’s the Corporation's independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of accountants, or other independent accountants retained by the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by ExecutiveCorporation, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all eventsconsultation, if necessary, with the Corporation's independent legal counsel. If, after the Executive receives any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors gross-up payments or reflected in Executive’s tax return other amount pursuant to this Section, the Executive receives any refund with respect to the Excise Tax, the Executive shall be entitled to receive promptly pay the full Gross-Up Payment calculated on the basis of Corporation the amount of such refund within thirty (30) days of receipt by the Executive, on a grossed-up basis. If the Corporation deems it necessary or advisable to contest or appeal any assessment, or determination made by the Internal Revenue Service relating to the imposition of an Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser as described herein (an "Excise Tax should Contest/Appeal"), Executive covenants and agrees to reasonably cooperate with the Corporation in connection with the Excise Tax Contest/Appeal; provided, however, that the Corporation shall be imposed on the total Payments than is determined responsible for all professional costs and expenses incurred by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then connection with such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determination.Excise Tax Contest/Appeal. -8-

Gross-Up Payment. If it is determined a. To the extent that (i) the payment of any amountSeverance Payment under Paragraph 18 of this Agreement, right (ii) vesting under the applicable Restricted Stock Agreements provided under Paragraph 6 of this Agreement, or benefit paid or payable (or otherwise provided or to be providediii) to the Executive by Wintrust or any payment of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” benefit within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) under any other agreement (collectively, subject to the excise tax “Payments”) would result in any taxes being imposed by against Executive under Section 4999 of the CodeCode (the “Excise Tax”), or or, to the extent that the reimbursement of any Relocation Expenses under Paragraph 9 hereof would result in any taxes being imposed against Executive under the Code (“Taxes”), then the Company shall pay, and Executive will be entitled to receive, a payment (the “Gross-Up Payment”) in an amount equal to such Excise Tax and/or Taxes, plus an amount as shall be required to hold Executive harmless from any tax liability relating to the payment of such Gross-Up Payment. To the extent Executive incurs any interest or penalties with respect to such excise tax Excise Taxes or Taxes (such excise tax, together with any such other than interest and penaltiespenalties due to Executive’s failure to timely make any applicable election, are collectively referred to as file a tax return or pay taxes shown on his return) (the “Excise TaxExpenses”), then the Company shall reimburse Executive for such Expenses within five (5) days after Executive incurs such Expenses. This reimbursement obligation shall remain in effect during the applicable statute of limitations applicable to any such Expenses, and the amount of Expenses eligible for reimbursement during any taxable year of Executive will not affect the amount of Expenses eligible for reimbursement in any other taxable year of Executive. This right to reimbursement is not subject to liquidation or exchange for another benefit. To the extent the reimbursement by the Company of any Expenses is taxable to Executive, such taxable amount shall be entitled subject to receive an additional cash payment (a “Gross-Up Payment”) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount of the Gross-Up Payment in an amount equal to the Excise Tax imposed upon the total Payments. All determinations such tax liability plus an amount as shall be required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, hold Executive harmless from any tax liability relating to the amount payment of such Gross-Up Payment Payment. This Paragraph 22 in no way alters or amends the Company’s obligation to pay gross-up amounts under the Prior Agreement in connection with the grant to Executive of Restricted Shares under the Restricted Stock Agreement dated as of April 17, 2007 between Executive and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determinationCompany.

Gross-Up Payment. If it is determined The term “Gross Up Payment” as used in this Employment Agreement shall mean a payment to or on behalf of Executive which shall be sufficient to pay (1) 100% of any excise tax described in this §4.2(g), (2) 100% of any federal, state and local income tax and social security and other employment tax on the payment made to pay such excise tax as well as any additional taxes on such payment and (3) 100% of any interest or penalties assessed by the Internal Revenue Service on Executive which are related to the timely payment of such excise tax (unless such interest or penalties are attributable to Executive’s willful misconduct or gross negligence with respect to such timely payment). A Gross Up Payment shall be made by INTCX promptly after either INTCX or INTCX’s independent accountants determine that any amountpayments and benefits called for under this Employment Agreement together with any other payments and benefits made available to Executive by INTCX and any other person will result in Executive’s being subject to an excise tax under § 4999 of the Internal Revenue Code of 1986, as amended (which shall be referred to in this § 4.2(g) as the “Code”) or such an excise tax is assessed against Executive as a result of any such payments and other benefits if Executive takes such action (other than waiving Executive’s right to any payments or benefit benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this § 4.2(g)) as INTCX reasonably requests under the circumstances to mitigate or challenge such excise tax; provided, however, if INTCX or INTCX’s independent accountants make the determination described in this § 4.2(g) and, further, determine that Executive will not be subject to any such excise tax if Executive waives Executive’s right to receive a part of such payments or benefits and such part does not exceed $25,000, Executive shall irrevocably waive Executive’s right to receive such part if an independent accountant or lawyer retained by Executive and paid by INTCX agrees with the determination made by INTCX or payable (or otherwise provided or to be provided) INTCX’s independent accountants with respect to the Executive by Wintrust effect of such reduction in payments or any of its affiliates benefits. Any determinations under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii§4.2(g) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section shall be made in accordance with § 280G of the Code and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue CodeService rulings and any related case law and, subject if INTCX reasonably requests that Executive take action to the excise tax imposed by Section 4999 of the Codemitigate or challenge, or any interest or penalties with respect to such excise tax (such excise taxmitigate and challenge, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment tax or assessment (a “Gross-Up Payment”) within 30 days of such determination equal to an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments other than is determined by Wintrust’s independent auditors or reflected in waiving Executive’s tax return pursuant right to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors payments or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive benefits in excess of the amount of the Gross-Up Payment payments or benefits which Executive has expressly agreed to which he is actually entitled hereunderwaive under this §4.2(g)) and Executive complies with such request, then INTCX shall provide Executive with such excess information and such expert advice and assistance from INTCX’s independent accountants, lawyers and other advisors as Executive may reasonably request and shall be reimbursed by the Executive to Wintrust within 30 days of pay for all expenses incurred in effecting such determinationcompliance and any related fines, penalties, interest and other assessments.

Gross-Up Payment. If it is determined that the Executive becomes entitled to payments and benefits following a Change in Control under Section 6(f) or the vesting of any amountstock options held by the Executive accelerate following a Change in Control pursuant to any stock option Agreement between the Company and the Executive, right whether entered into on or benefit after the date hereof, the Company will cause its independent auditors promptly to review, at the Company's sole expense, the applicability of Code Section 4999 to any payment or distribution of any type by the Company to or for the Executive's benefit, whether paid or payable (or distributed or distributable pursuant to the terms of this Agreement, any stock option agreement or otherwise provided or to be provided) to (the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, "Total Payments"). If the “Payments”), would constitute auditor determines that the Total Payments result in an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, subject to the excise tax imposed by Code Section 4999 of the Codeor any comparable state or local law, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “"Excise Tax”"), then Executive shall be entitled to receive the Company will make an additional cash payment (a “"Gross-Up Payment”") to the Executive within 30 10 days of after such determination equal to an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Total Payments. All determinations required For purposes of the foregoing determination, the Executive's tax rate will be deemed to be made under this Section 9(f)(iii), including whether the highest statutory marginal state and when federal tax rate (on a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized combined basis) then in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrusteffect. If no determination by Wintrust’s the Company's auditors is made prior to the time the Executive is required to file a tax return reflecting the total Payments is required to be filed by ExecutiveTotal Payments, the Executive will be entitled to receive from the Company a Gross-Up Payment calculated on the basis of the total Payments Excise Tax the Executive reported by Executive in such tax return, within 30 10 days after the later of the filing of date on which the Executive files such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executivereturn or the date on which the Executive provides a copy thereof to the Company. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Total Payments than is determined by Wintrust’s the Company's independent auditors or reflected in the Executive’s 's tax return pursuant to this SectionSection 6(g), the Executive shall will be entitled to receive from the Company the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 10 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to after the Executive in excess of notifies the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days Company of such determination.

Gross-Up Payment. If it is determined that In the event any amount, right payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable (or otherwise provided distributed or to be provided) distributable pursuant to the Executive by Wintrust or any terms of its affiliates under this Agreement or otherwise, but determined without regard to any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable additional payments required under this Section 9(f)(iii11.11) (collectively, the “Payments”), a "Payment") would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code, ") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxcollectively, together with any such interest and penalties, are collectively referred to as the “"Excise Tax”"), then the Executive shall will be entitled to receive an additional cash payment (a “"Gross-Up Payment”") within 30 days of such determination equal to in an amount such that after payment by the Executive of all taxes (including any income taxes and interest or penalties imposed with respect to such taxes), including any ) and the Excise Tax, Tax imposed upon on the Gross-Up Payment, the Executive would retain retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon on the total Payments. All determinations required to be made under this Section 9(f)(iii)11.11, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall will be made by Wintrust’s the independent auditor. The auditor shall promptly provide detailed supporting calculations accounting firm of the Company immediately prior to both Wintrust and Executive following any determination that a Gross-Up Payment is necessarythe Executive's termination of employment (the "Accounting Firm"). All fees and expenses of the auditor shall Accounting Firm will be borne solely by the Company, and any determination by the Accounting Firm will be binding upon the Company and the Executive. Any Gross-Up Payment, as determined pursuant to this Section 11.11), will be paid by Wintrust. If no determination by Wintrust’s auditors is made prior the Company to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 ten (10) days of the filing receipt of such tax returnthe Accounting Firm's determination. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority If the Accounting Firm determines that a greater no Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determinationthe Executive, it shall so indicate to the Executive in writing. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than there is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Grossan under-Up Payment to the Executive in excess of the amount payment of the Gross-Up Payment due to which he the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm and the Executive thereafter is actually entitled hereunderrequired to make a payment of any Excise Tax, then the Accounting Firm will determine the amount of any such excess under-payment that has occurred and such amount will be promptly paid by the Company to or for the benefit of the Executive. Notwithstanding anything contained in this Section 11.11 to the contrary, if the present value of the payments made under this Article 11, without taking into account the Gross-Up Payment, is no greater than one hundred and ten percent (110%) of the amount payable to the Executive assuming the Executive's payments under this Agreement were limited ot the maximum amount that could be payable without application of the excise tax imposed by Section 4999 of the Internal Revenue Code (the "Section 4999 Limit"), the Executive's payments hereunder shall be reimbursed by limited to the Executive to Wintrust within 30 days of such determinationSection 4999 Limit.

Gross-Up Payment. If (a) In the event it is shall be determined that any amountPayment, right benefit or distribution (or combination thereof) by Regal-Beloit or one or more trusts established by Regal-Beloit for the benefit of its employees, to or for the benefit of Executive (whether paid or payable (or otherwise provided distributed or to be provided) distributable pursuant to the Executive by Wintrust terms of this Agreement, or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iiiotherwise) (collectively, the “Payments”), a "Payment") would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, be subject to the excise tax Excise Tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax Excise Tax (such excise taxExcise Tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then Executive shall be entitled to receive an additional cash payment Payment (a “"Gross-Up Payment”") within 30 days of such determination equal to in an amount such that that, after payment Payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes and Excise Tax, Taxes (and any interest and penalties imposed with respect thereto) imposed upon the Gross-Up PaymentPayment itself, Executive would retain retains an amount of the Gross-Up such additional Payment equal to the Excise Tax imposed upon the total Payments. All (b) Subject to the provisions of Section 3(c), all determinations required to be made under this Section 9(f)(iii)3, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor Arthur Andersen LLP or such xxxxx xxxxxxxxly recognized certified public Accounting Firm as may be designated by Executive (the "Accounting Firm") which shall promptly provide detailed supporting calculations both to both Wintrust Regal-Beloit and Executive following any determination within fifteen (15) business days of the receipt of notice from Executive that there has been a GrossPayment, or such earlier time as requested by Regal-Up Payment Beloit. In the event that the Accounting Firm is necessaryserving as accountant or auditor for an individual, entity or group effecting the change in ownership or effective control (within the meaning of Section 280G of the Code), 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 auditor Accounting Firm shall be borne solely by Regal-Beloit. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by WintrustRegal-Beloit to Executive within five (5) days after the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no determination by Wintrust’s auditors Excise Tax is made prior to the time a tax return reflecting the total Payments is required to be filed payable by Executive, Executive will be entitled it shall so indicate to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of writing. Any determination by the filing of such tax return. All determinations made by such auditor Accounting Firm shall be binding upon Wintrust Regal-Beloit and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days of such determination.

Gross-Up Payment. If it is determined that any amount, right payment or benefit paid or payable (or otherwise provided or to be provided) to received by the Executive by Wintrust or any of its affiliates under this Agreement or any other plan, program plan or arrangement agreement with the Company (a “Benefit”) is subject to tax under which Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G 4999 of the Internal Revenue CodeCode of 1986, subject to the excise tax imposed by Section 4999 of the Codeas amended, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxcollectively, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then the Company will pay the Executive shall be entitled to receive an additional cash payment amount (a “Gross-Gross Up Payment”) within 30 days of such determination equal to an amount such that after payment covers: all Excise Taxes payable by Executive because of any such Benefit and all income and employment taxes (including and Excise Taxes on the Gross Up Payment. It is the Company’s intent that any interest or penalties imposed with respect payment under this Section 3.9 shall place the Executive in the same position that he would have been in had the Benefit not been subject to such taxes), including any the Excise Tax. Provided, imposed upon the Gross-Up Paymenthowever, Executive would retain an amount of that the Gross-Up Payment equal shall be made only if the total value of the Benefit exceeds by 10 percent or more the dollar amount that is 3 times the Executive’s “base amount” (as defined in Section 280G of the Code). If the total value of the Benefit exceeds by less than 10 percent the dollar amount that is 3 times the Executive’s “base amount,” then no Gross-Up Payment shall be made and Benefits shall be capped at the amount that is $1 less than 3 times the Executive’s “base amount.” If a reduction is required, the Benefit shall be reduced first by reducing the Monthly Severance Payments provided under Section 3.4 of this Agreement, followed by any payments that are not subject to Section 409A. Any Gross Up Payment shall be made no later than the date the Excise Tax is payable by the Executive or the date it is withheld as provided below.The Company shall determine whether or not any Benefit is subject to the Excise Tax imposed upon the total Payments. All determinations required to be made under this Section 9(f)(iii), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor shall promptly provide detailed supporting calculations to both Wintrust and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the auditor shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 days of the filing of such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from Wintrust within 30 days of such determination. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment to the Executive in excess of withhold the amount of the Gross-Up Payment Excise Tax from any Benefit or other remuneration payable to which he is actually entitled hereunder, then the Executive. Any such excess determination shall be reimbursed made in good faith and after consultation with the Company’s independent certified public accountants or outside tax counsel. The Company shall also have the right, on behalf of the Executive, at its sole cost and expense, to contest any claim by the Internal Revenue Service (“Service”) that any Benefit is subject to the Excise Tax or file and pursue a claim for refund of any Excise Tax previously paid. The Executive shall cooperate with the Company in any such proceeding and provide the Company with any notifications received by the Executive from the Service. If the Executive receives any refund of Excise Tax for which a Gross Up Payment has been made, the Executive shall pay such refund to Wintrust within 30 days of such determinationthe Company.

Gross-Up Payment. If it is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) Notwithstanding anything to the Executive by Wintrust or contrary in this Agreement, if any of its affiliates under this Agreement the payments or any other plan, program or arrangement under benefits which the Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) has the right to receive from the Corporation (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, ) are later determined to be subject to the excise tax imposed by Section 4999 409A of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “Excise 409A Tax”), then the Corporation shall pay to the Executive shall be entitled to receive an additional cash payment (a “Gross-Up up Payment”) within 30 days of such determination equal to in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, income tax imposed upon the on any Gross-Up up Payment, the Executive would retain retains an amount of the Gross-Up up Payment equal to the Excise 409A Tax imposed upon the total Payments. All determinations required The Compensation Committee of the Board shall make an initial determination as to be made under this Section 9(f)(iii), including whether and when a Gross-Up up Payment is required, required and the amount of any such Gross-Up Payment and up Payment. The Corporation's payment of any amount due to the assumptions to be utilized in arriving at such determination, Executive by reason of this Section 1.6 shall be made by Wintrust’s independent auditorpromptly after the Compensation Committee makes its determination, but in any event no later than December 31 of the year following the year in which the Executive makes his payment of the 409A Tax to the Internal Revenue Service. The auditor Executive shall promptly provide detailed supporting calculations notify the Corporation immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Corporation to both Wintrust and Executive following any determination that make a Gross-Up up Payment is necessary. All fees and expenses (or a Gross-up Payment in excess of that, if any, initially determined by the Compensation Committee of the auditor Board) within five days of the receipt of such claim. The Corporation shall be paid by Wintrust. If no determination by Wintrust’s auditors is made notify the Executive in writing at least five days prior to the time due date of any response required with respect to such claim if it plans to contest the claim. If the Corporation decides to contest such claim, then the Executive shall cooperate fully with the Corporation in such action; provided, however, the Corporation shall bear and pay all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold the Executive harmless, on an after-tax basis, for any 409A Tax or income tax, including interest and penalties with respect thereto, imposed as a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis result of the total Payments reported by Executive in such tax returnCorporation’s action. If, within 30 days as a result of the filing Corporation’s action with respect to a claim, the Executive receives a refund of any amount paid by the Corporation with respect to such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all eventsclaim, if any tax authority determines that a greater Excise Tax should be imposed upon then the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled promptly pay such refund to receive the full Gross-Up Payment calculated on Corporation. If the basis of Corporation fails to timely notify the amount of Excise Tax determined Executive whether it will contest such claim or the Corporation determines not to be payable by contest such tax authority from Wintrust within 30 days of such determination. In claim, then the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment Corporation shall immediately pay to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days portion of such determination.claim, if any, which it has not previously paid to the Executive. Amended & Restated Employment Agreement Between Willbros USA, Inc. and Xxxx X. Xxxxxx Dated December 31, 2008

Gross-Up Payment. If it is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) Notwithstanding anything to the Executive by Wintrust or contrary in this Agreement, if any of its affiliates under this Agreement the payments or any other plan, program or arrangement under benefits which the Executive participates or is a party, other than amounts payable under this Section 9(f)(iii) has the right to receive from the Corporation (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, ) are later determined to be subject to the excise tax imposed by Section 4999 409A of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the “Excise 409A Tax”), then the Corporation shall pay to the Executive shall be entitled to receive an additional cash payment (a “Gross-Up up Payment”) within 30 days of such determination equal to in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, income tax imposed upon the on any Gross-Up up Payment, the Executive would retain retains an amount of the Gross-Up up Payment equal to the Excise 409A Tax imposed upon the total Payments. All determinations required The Compensation Committee of the Board shall make an initial determination as to be made under this Section 9(f)(iii), including whether and when a Gross-Up up Payment is required, required and the amount of any such Gross-Up Payment and up Payment. The Corporation's payment of any amount due to the assumptions to be utilized in arriving at such determination, Executive by reason of this Section 1.6 shall be made by Wintrust’s independent auditorpromptly after the Compensation Committee makes its determination, but in any event no later than December 31 of the year following the year in which the Executive makes his payment of the 409A Tax to the Internal Revenue Service. The auditor Executive shall promptly provide detailed supporting calculations notify the Corporation immediately in writing of any claim by the Internal Revenue Service which, if successful, would require the Corporation to both Wintrust and Executive following any determination that make a Gross-Up up Payment is necessary. All fees and expenses (or a Gross-up Payment in excess of that, if any, initially determined by the Compensation Committee of the auditor Board) within five days of the receipt of such claim. The Corporation shall be paid by Wintrust. If no determination by Wintrust’s auditors is made notify the Executive in writing at least five days prior to the time due date of any response required with respect to such claim if it plans to contest the claim. If the Corporation decides to contest such claim, then the Executive shall cooperate fully with the Corporation in such action; provided, however, the Corporation shall bear and pay all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold the Executive harmless, on an after-tax basis, for any 409A Tax or income tax, including interest and penalties with respect thereto, imposed as a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis result of the total Payments reported by Executive in such tax returnCorporation’s action. If, within 30 days as a result of the filing Corporation’s action with respect to a claim, the Executive receives a refund of any amount paid by the Corporation with respect to such tax return. All determinations made by such auditor shall be binding upon Wintrust and Executive. In all eventsclaim, if any tax authority determines that a greater Excise Tax should be imposed upon then the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled promptly pay such refund to receive the full Gross-Up Payment calculated on Corporation. If the basis of Corporation fails to timely notify the amount of Excise Tax determined Executive whether it will contest such claim or the Corporation determines not to be payable by contest such tax authority from Wintrust within 30 days of such determination. In claim, then the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, and Wintrust paid a Gross-Up Payment Corporation shall immediately pay to the Executive in excess of the amount of the Gross-Up Payment to which he is actually entitled hereunder, then such excess shall be reimbursed by the Executive to Wintrust within 30 days portion of such determinationclaim, if any, which it has not previously paid to the Executive.

Gross-Up Payment. If Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it is shall be determined that any amountamount paid, right distributed or benefit treated as paid or payable (or otherwise provided or to be provided) to distributed by the Executive by Wintrust Company or any of its affiliates under to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable additional payments required under this Section 9(f)(iii9) (collectively, the a “PaymentsPayment”), ) would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code, ”) or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional cash payment (a “Gross-Up Payment”) within 30 days of such determination equal to in an amount such that after payment by Executive of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax, Tax imposed upon the Gross-Up Payment, Executive would retain retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total Payments. All determinations required to be made under this Section 9(f)(iii)9, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Wintrust’s independent auditor. The auditor a nationally recognized accounting firm as may be designated by Executive (the “Accounting Firm”) which shall promptly provide detailed supporting calculations both to both Wintrust the Company and Executive following any determination within 15 business days of the receipt of notice from Executive that there has been a Gross-Up Payment Payment, or such earlier time as is necessaryrequested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the change in control, 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 auditor Accounting Firm shall be borne by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by Wintrust. If no determination by Wintrust’s auditors is made prior the Company to the time a tax return reflecting the total Payments is required to be filed by Executive, Executive will be entitled to receive a Gross-Up Payment calculated on the basis of the total Payments reported by Executive in such tax return, within 30 five days of the filing receipt of such tax returnthe Accounting Firm’s determination. All determinations made Any determination by such auditor the Accounting Firm shall be binding upon Wintrust the Company and Executive. In all eventsAs 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, if any tax authority determines it is possible that a greater Excise Tax should be imposed upon the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return pursuant to this Section, Executive shall be entitled to receive the full Gross-Up Payment calculated on Payments which will not have been made by the basis of Company should have been made (“Underpayment”), consistent with the amount of Excise Tax determined calculations required to be payable by such tax authority from Wintrust within 30 days of such determinationmade hereunder. In the event that any tax authority determines that a lesser Excise Tax should be imposed on the total Payments than is determined by Wintrust’s independent auditors or reflected in Executive’s tax return Company exhausts its remedies pursuant to this SectionSection 9(B) and Executive thereafter is required to make a payment of any Excise Tax, and Wintrust paid a Gross-Up Payment to the Executive in excess of Accounting Firm shall determine the amount of the Gross-Up Payment to which he is actually entitled hereunder, then Underpayment that has occurred and any such excess Underpayment shall be reimbursed promptly paid by the Executive Company to Wintrust within 30 days of such determinationor for Executive’s benefit.