Common use of Limitation on Payments Clause in Contracts

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Bank’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee and the Bank for all purposes. For purposes of making the calculations required by this Section 1, the accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance 's benefits under Section 2 shall be payable either: : (ai) delivered in full, or or (bii) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under Section 2, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 4, 7 would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits compensation under Section 5 shall be either: occur either (ai) delivered in full, or or (bii) delivered as to such lesser extent amount which would result in no portion of such severance benefits compensation being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. . (b) Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 7 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 17, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits shall under Section 4(a)(i) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the BankCompany’s independent public accountants immediately prior to Change in of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986 as amended (the "Code") and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s 's severance benefits under Section 3(a)(i) shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, amounts taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Bank’s independent public accountants Company's Accountants immediately prior to Change in Control (the “Accountants”)of Control, whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the EmployeeExecutive’s severance benefits under this Agreement shall be either: (a) delivered in full, full or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. Any reduction in benefits required pursuant to this Section 5 shall occur in the order that provides the maximum economic benefit to the Executive.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Executive's severance benefits under Section 4(a) shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Bank’s Company's independent public accountants accounts immediately prior to Change in of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. Notwithstanding anything herein to the contrary, Employee may agree to reduce the amount of payments and/or benefits otherwise owed to him or her if such reduction would increase the after tax benefits to him or her.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 410, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Executive's severance benefits shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 10 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 110, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 410. If there is a reduction pursuant to this Section 10 of the severance benefits to be delivered to Executive, such reduction shall first be applied to any cash amounts to be delivered to the Executive under this Agreement and thereafter to any other severance benefits of Executive hereunder.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits shall under Section 4(a)(i) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s independent public accountants immediately prior to Change in Control ▇▇▇▇▇▇▇▇ LLP or by a national “Big Four” accounting firm (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits option acceleration provided for in this Agreement or benefits otherwise payable to the Employee Officer (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits Officer's options shall either be either:accelerated (a) delivered in fullto the full extent provided herein, or (b) delivered as to such lesser extent which as would result in no portion of such severance benefits benefit being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. state , state, and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Officer, on an after-tax basis, of the greatest amount benefit from the acceleration of severance benefitshis option(s) pursuant to Section 4(a)(i), notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Officer otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee Officer and the Bank Company for all purposes. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Officer shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s 's severance benefits under Section 3(a)(i) shall be either: (a) delivered in full, or (b) delivered reduced as to such lesser extent which as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall under Section 3(a) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the BankCompany’s independent public accountants immediately prior to Change in of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 4. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits shall under Section 4(a)(i) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s independent public accountants immediately prior to Change in Control BDO S▇▇▇▇▇▇ or by a national “Big Four” accounting firm (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.and

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Executive's severance and benefits shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 2 shall be payable either: : (ai) delivered in full, or or (bii) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under Section 2, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits shall under Section 4(a)(i) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s independent public accountants immediately prior to Change in Control BDO ▇▇▇▇▇▇▇ or by a national "Big Four" accounting firm (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall under Section 4(a)(i) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the BankCompany’s independent public accountants immediately prior to Change in of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 4. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that any of the severance and other benefits provided for in Section 4.1 of this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this Section 44.3, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits shall under Section 4.1 will be either: (aA) delivered in full, or (bB) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 49994999 of the Code, results in the receipt by the Employee on an after-tax basis, basis of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall 4.3 will be made in writing by the BankCompany’s independent public accountants immediately prior to the Change in Control Date (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14.3, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 4.3. The Bank shall Company will bear all fees and costs payable to the Accountants may reasonably incur in connection with any calculations contemplated by this Section 44.3.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under this Agreement shall be payable either: (a) delivered in full, or (b) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 49994999 of the Code, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefitsbenefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. The specific benefits that shall be reduced, if any, and the order of such reduction shall be determined by the Executive in his or her sole discretion. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 18, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 48.

Limitation on Payments. In the event it shall be determined that any compensation by or benefit from the severance and other benefits provided Company to Employee or for in Employee’s benefit, whether pursuant to the terms of this Agreement or otherwise payable to (collectively, the Employee “Payments”), (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee’s severance benefits under this Agreement shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, basis of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 6 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 16, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 6. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) Executive constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the EmployeeExecutive’s severance benefits under this Agreement shall be either: (ai) delivered in full, or (bii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. . (b) Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the BankCompany’s registered independent public accountants immediately prior to Change in Control accounting firm (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. In the event that a reduction is required, the reduction shall be applied first to any benefits that are not subject to Section 409A of the Code, and then shall be applied to benefits (if any) that are subject to Section 409A of the Code, with the benefits payable latest in time subject to reduction first.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee’s severance benefits under this Agreement shall be either: either (aA) delivered delivered, subject to any applicable tax or other withholdings, in full, or or (bB) delivered as delivered, subject to any applicable tax or other withholdings, to such lesser extent which as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Employee, on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Bank’s an independent public accountants immediately prior to Change in Control accountant chosen by the Company (the “AccountantsAccountant”), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1Section, the accountants Accountant may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants Accountant such information and documents as the Accountants Accountant may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants Accountant may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall under Section 6 will be either: (a) delivered in full, ; or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, ; whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s independent public accountants who are primarily used by the Company immediately prior to Change in of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1Section, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. Any reduction in payments and/or benefits required by this Section 8 shall occur in the following order unless Executive elects in writing a different order prior to the date on which the event that triggers the severance payments and benefits due hereunder occurs: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for Executive’s equity awards unless Executive elects in writing a different order prior to the triggering event.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then then, Executive shall have the Employeesole authority to elect (by delivering of printed notice to the Company within twenty (20) days of any termination) whether Executive’s severance benefits under this Agreement shall be either: (ai) delivered in full, or (bii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Excise Tax. (b) Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Bank’s a mutually agreed independent public accountants immediately prior to Change in Control accounting firm or other independent third party (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1Section, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section. (c) Non-Duplication of Benefits. Executive is not eligible to receive benefits under this Agreement more than one time.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 414, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s 's severance benefits under Section 4(a)(i) shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 14 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to a Change in of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 114, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 414.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under this Agreement shall be payable either: : (a) delivered in full, or or (b) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Bank’s independent public accountants immediately prior to Change in Control (the “Accountants”)) selected by the Company, whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1Section, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and and, (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits shall under Section 2 (the “280G Amounts”) will be either: (a) delivered in full, ; or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s a nationally recognized firm of independent public accountants immediately prior to Change in Control selected by the Company (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. In the event that a reduction of 280G Amounts is made in accordance with this Section 4, the reduction will occur, with respect to the 280G Amounts considered parachute payments within the meaning of Section 280G of the Code, in the following order: (1) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G; (3) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted equity awards will be cancelled first); and (4) reduction of employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will Employee have any discretion with respect to the ordering of payment reductions.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall under Section 4(a)(i) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction shall occur in the following order: reduction of cash payments; cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G); cancellation of accelerated vesting of equity awards; reduction of employee benefits. Within any such category of “parachute payment”, a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to amounts that are, and to the extent any such payment is to be made over time (e.g., in installments, etc.), then the payments shall be waived in reverse chronological order. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s an independent public accountants firm immediately prior to Change in of Control (the “AccountantsFirm”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 4(a)(i) shall be either: : (aA) delivered in full, or or (bB) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 18, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 48.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 as amended (the “Code”) and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(a)(i) shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, amounts taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the BankCompany’s independent public accountants Accountants immediately prior to Change in Control (the “Accountants”)of Control, whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall under Section 3(a) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the BankCompany’s independent public accountants immediately prior to a Change in of Control or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Code Code, and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Executive's severance benefits shall under Section 3(a) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s Company's independent public accountants immediately prior to a Change in of Control or such other person or entity to which the parties mutually agree (the “"Accountants”"), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under this Agreement shall be payable either: (a) delivered in full, or (b) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefitsbenefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1Section, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the EmployeeExecutive’s severance benefits under this Agreement shall be either: (a) delivered in full, full or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Service Code (the “Code”), and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then the Employee’s severance Executive's benefits under this Agreement shall be either: either (aA) delivered delivered, subject to any applicable tax or other withholdings, in full, or or (bB) delivered as delivered, subject to any applicable tax or other withholdings, to such lesser extent which as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive, on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1Section, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall under Section 3(a)(i) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the BankCompany’s independent public accountants immediately prior to Change in of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” " within the meaning of Section 280G (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended or replaced (the "Code") and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the CodeCode (the "Excise Tax"), then the Employee’s 's severance benefits hereunder Section 3 shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the CodeExcise Tax. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing in good faith by the Bank’s accounting firm serving as the Company's independent public accountants immediately prior to the Change in of Control (the “"Accountants”"). In the event of a reduction in benefits hereunder, whose determination the Employee shall be conclusive and binding upon given the Employee and the Bank for all purposeschoice of which benefits to reduce. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In If the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 49, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits hereunder shall be either: either (ai) delivered in full, or or (bii) delivered as to such lesser extent which which, or at such later time as, would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may (or might otherwise) be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes; provided that if benefits are reduced or deferred, the Executive shall choose the order in which such benefits are reduced or deferred. For purposes of making the calculations required by this Section 19, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. In the event a determination is made under this Section 9, the Company shall also require the Accountants to furnish Executive with a tax opinion regarding the calculations performed under this Section 9. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 47, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Executive's severance and benefits shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 7 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to a Change in of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 17, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47.

Limitation on Payments. In the event that the ---------------------- severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance 's benefits under Sections 2 and 3 shall be payable either: (a) delivered in full, or (b) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under Sections 2 and 3, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 7(l) shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 17(l), the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47(l).

Limitation on Payments. In To the event extent that any of the severance payments and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) Code, as amended and, but for this Section 46, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 5(a) and (b) above, as applicable, shall be payable either: (a) delivered in full, or (b) delivered as to such lesser extent which amount as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, basis of the greatest amount of severance benefitsbenefits under Sections 5(a) or (b) above, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 6 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 16, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance payments and benefits shall under this Agreement or any other plan or agreement to which Employee is a party (“Payments”) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits Payments being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefitsPayments, notwithstanding that all or some portion of such severance benefits the Payments may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s independent public accountants immediately prior to Change in Control ▇▇▇▇▇▇▇▇ LLP or by a nationally recognized accounting firm (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and and, (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits shall under Section 2 will be either: (a) delivered in full, ; or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the BankCompany’s independent public accountants immediately prior to a Change in of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall under Section 4(a)(i) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the BankCompany’s independent public accountants immediately prior to Change in of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance 's benefits under Sections 2 and 3 shall be payable either: : (a) delivered in full, or or (b) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under Sections 2 and 3, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 7(l) shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 17(l), the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47(l).

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s 's severance benefits under subsection 3(b) shall be payable either: (a) delivered in full, or (b) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under subsection 3(b), notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 6 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 16, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then then, Executive shall have the Employeesole authority to elect (by delivering of written notice to the Company within ten (10) days of any termination) whether Executive’s severance benefits under this Agreement shall be either: (ai) delivered in full, or (bii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Excise Tax. (b) Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Bank’s a mutually agreed independent public accountants immediately prior to Change in Control accountanting firm or other independent third party (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1Section, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 410, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 10 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 110, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 410. If there is a reduction pursuant to this Section 10 of the severance benefits to be delivered to Executive, such reduction shall first be applied to any cash amounts to be delivered to the Executive under this Agreement and thereafter to any other severance benefits of Executive hereunder.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits shall under Section 4(a)(i) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s independent public accountants immediately prior to Change in Control BDO ▇▇▇▇▇▇▇ or by a national “Big Four” accounting firm (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Code and (ii) but for this Section 49, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Executive's severance benefits under Sections 7 or 8 shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by the Bank’s an independent public accountants accountant selected by the Company, immediately prior to Change in of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 19, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee’s severance benefits under this Agreement or otherwise payable to Employee shall be either: (a) either delivered in fullfull (without Employer paying any portion of the Excise Tax due upon such payment), or (b) or delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Employer and the Employee otherwise agree in writing, any determination required under this Section 4 9.6 shall be made in writing by the BankEmployer’s or an Affiliate’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee and the Bank Employer for all purposes. For purposes of making the calculations required by this Section 19.6, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Bank Employer and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 9.6. The Bank Employer shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49.6.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 4(a)(i) shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (ix) constitute “parachute payments” within the meaning of Section 280G of the Code and (iiy) but for this Section 4, 5 would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall will be either: either (ai) delivered in full, or or (bii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made, any non-cash amounts will be reduced prior to the reduction of any cash amounts. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 5 will be made in writing by the Bank’s a well-recognized independent public accountants immediately prior to Change in Control accounting firm chosen by the Company (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable Section 6 to the Employee (i) constitute “parachute payments” within the meaning of Section section 280G of the Internal Revenue Code (as amended from time to time, the “Code”) and (ii) would, but for this Section 4section, would be subject to the excise tax imposed by Section section 4999 of the Code, then the Employee’s severance benefits under section 6.3 shall be payable either: (a) delivered in full, or (b) delivered as to such lesser extent which amount as would result in no portion of such severance benefits being subject to excise tax under Section section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. state , state, and local income taxes and the excise tax imposed by Section section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, benefits under Section 6.3 notwithstanding that all or some portion of such severance benefits may be taxable under Section section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 6.6 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 16.6, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections section 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Sectionsection. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46.6.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Code and (ii) but for this Section 49, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Executive's severance benefits shall be either: (a) delivered in full, or or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by the Bank’s 's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee Executive and the Bank for all purposes. For purposes of making the calculations required by this Section 1, the accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49.

Limitation on Payments. In the event that the severance and other benefits pay provided for in this Agreement or otherwise payable to the Employee Officer (i) constitute constitutes “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 413, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employeethan Officer’s severance benefits shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the CodeCode (the “Reduced Amount”). When determining the Reduced Amount, whichever of the foregoing amountspayments and benefits to be provided under this Agreement shall be reduced, taking into account but not below zero, by reducing or eliminating the applicable federal. state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Codecash payment. Unless the Bank CNB and the Employee Officer otherwise agree in writing, any determination required under this Section 4 13 shall be made in writing by the BankCNB’s independent public accountants immediately prior to Change in Control (the “Accountants”)accountants, whose determination shall be conclusive and binding upon the Employee CNB and the Bank Officer for all purposes. For purposes of making the calculations required by this Section 113, the accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank CNB and the Employee Officer shall furnish to the Accountants such information and documents as the Accountants accountants may reasonably request in order to make a determination under this Section. The Bank CNB shall bear all costs the Accountants accountants may reasonably incur in connection with any calculations contemplated by this Section 413.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 4(a)(i) shall be either: (a) : • delivered in full, or (b) or • delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 18, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.8. If payment is to be in a lesser amount then reduction shall occur in the following order: (i) reduction of payments of cash; and (ii) reduction in equity awards; and in each category reduction shall be pro rata between those payments subject to Section 409A and payments not subject to Section 409A.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits shall under Section 4(a)(i) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s independent public accountants immediately prior to Change in Control BDO S▇▇▇▇▇▇ or by a national “Big Four” accounting firm (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the EmployeeExecutive’s severance benefits under this Agreement shall be either: (a) delivered Delivered in full, ; or (b) delivered Delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. In the event that a reduction is required, the reduction shall be applied first to any benefits that are not subject to Section 409A of the Code, and then shall be applied to benefits (if any) that are subject to Section 409A of the Code, with the benefits payable latest in time subject to reduction first.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the BankCompany’s independent public accountants immediately prior to a Change in Control or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 49, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by the Bank’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank for all purposes. For purposes of making the calculations required by this Section 1, the accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (ix) constitute “parachute payments” within the meaning of Section 280G of the Code and (iiy) but for this Section 46, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall will be either: either (ai) delivered in full, or or (bii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made, any non-cash amounts will be reduced prior to the reduction of any cash amounts. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 6 will be made in writing by the Bank’s a well-recognized independent public accountants immediately prior to Change in Control accounting firm chosen by the Company (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 16, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 6. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (ii) but for this Section 43, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall under Section 2(a) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 3 will be made in writing by the BankCompany’s independent public accountants immediately prior to a Change in of Control or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 13, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 43.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Affiliate (i) constitute “parachute constitute"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Affiliate's severance benefits under subsection 3(b) shall be payable either: (a) delivered in full, or (b) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results result in the receipt by the Employee Affiliate on an after-tax basis, of the greatest amount of severance benefitsbenefits under subsection 3(b), notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Affiliate otherwise agree in writing, any determination required under this Section 4 6 shall be made in writing by the Bank’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Affiliate and the Bank Company for all purposes. For purposes of making the calculations required by this Section 16, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Affiliate shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46.

Limitation on Payments. In the event that the severance and other benefits provided ---------------------- for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance 's benefits under Section 2 shall be payable either: (a) delivered in full, or (b) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, benefits under Section 2 notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In If the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “a "parachute payments” payment(s)" within the meaning of Section SECTION 280G of the Internal Revenue Code of 1986, as amended (the "CODE") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section SECTION 4999 of the Code, then the Employee’s 's severance benefits under SECTION 2 shall be payable either: (a) delivered in full, ; or (b) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section SECTION 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section SECTION 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under SECTION 2 hereof, notwithstanding that all or some portion of such severance benefits may be taxable under Section SECTION 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 SECTION 5 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1SECTION 5, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections SECTIONS 280G and AND 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4SECTION 5.

Limitation on Payments. In the event that the severance and other ----------------------- benefits provided for in this Agreement or otherwise payable to the Employee you (i) would constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s such severance and other benefits shall be either: either (ai) delivered in full, or or (bii) delivered as to such lesser extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee you on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank you and the Employee Company agree otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose . Such determination shall be conclusive and binding upon the Employee you and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1Section, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank You and the Employee Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided ---------------------- for in this Agreement or otherwise payable to the Employee Director (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance Director's benefits under Section 1 shall be payable either: (a) delivered in full, or (b) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Director on an after-tax basis, of the greatest amount of severance benefits, benefits under Section 1 notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Director otherwise agree in writing, any determination required under this Section 4 3 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee Director and the Bank Company for all purposes. For purposes of making the calculations required by this Section 13, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Bank Company and the Employee Director shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 43.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 4(a)(i) shall be either: (a) : delivered in full, or (b) or delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 18, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.8. If payment is to be in a lesser amount then reduction shall occur in the following order: (i) reduction of payments of cash; and (ii) reduction in equity awards; and in each category reduction shall be pro rata between those payments subject to Section 409A and payments not subject to Section 409A.

Limitation on Payments. In the event that the severance and other benefits pay provided for in this Agreement or otherwise payable to the Employee Officer (i) constitute constitutes “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 412, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employeethan Officer’s severance benefits pay shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits pay being subject to the excise tax under Section 4999 of the CodeCode (the “Reduced Amount”). When determining the Reduced Amount, whichever of the foregoing amountspayments to be provided under this Agreement shall be reduced, taking into account but not below zero, by reducing or eliminating the applicable federal. state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Codecash payments. Unless the Bank CNB and the Employee Officer otherwise agree in writing, any determination required under this Section 4 12 shall be made in writing by the BankCNB’s independent public accountants immediately prior to Change in Control (the “Accountants”)accountants, whose determination shall be conclusive and binding upon the Employee CNB and the Bank Officer for all purposes. For purposes of making the calculations required by this Section 112, the accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank CNB and the Employee Officer shall furnish to the Accountants such information and documents as the Accountants accountants may reasonably request in order to make a determination under this Section. The Bank CNB shall bear all costs the Accountants accountants may reasonably incur in connection with any calculations contemplated by this Section 412.

Limitation on Payments. The receipt of any severance benefits pursuant to Section 4 will be subject to Employee signing and not revoking a separation agreement and release of claims in a form acceptable to the Company on or before the deadline contained in such agreement (the “Separation and Release Agreement”). In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 as amended (the “Code”) and (ii) but for this Section 46, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 4 shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, amounts taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 6 shall be made in writing by the Bank’s independent public accountants Accountants (as defined below) immediately prior to Change in Control (the “Accountants”)of Control, whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 16, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46. Any reduction in payments and/or benefits required by this Section 6 will occur in the following order: (1) reduction of cash payments, and for clarity, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Employee, and for clarity, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for Employee’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will the Employee have any discretion with respect to the ordering of payment reductions. Any good faith determinations of the Accountants made hereunder shall be final, binding, and conclusive upon the Company and the Employee. For purposes of this Section 6, “Accountants” shall mean a nationally recognized certified professional services firm selected by the Company.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance and other benefits shall provided for in this Agreement or otherwise payable to Employee will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the BankCompany’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 2 shall be payable either: : (ai) delivered in full, or or (bii) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under Section 2, notwithstanding that all or some portion of such severance benefits may be maybe taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Executive's severance benefits shall under Section 6 will be either: (a) delivered in full, ; or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, ; whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s independent public accountants who are primarily used by the Company immediately prior to Change in of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1Section, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. Any reduction in payments and/or benefits required by this Section 8 shall occur in the following order unless Executive elects in writing a different order prior to the date on which the event that triggers the severance payments and benefits due hereunder occurs: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for Executive's equity awards unless Executive elects in writing a different order prior to the triggering event.

Limitation on Payments. In If the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “a "parachute payments” payment(s)" within the meaning of Section SECTION 280G of the Internal Revenue Code of 1986, as amended (the "CODE") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section SECTION 4999 of the Code, then the Employee’s 's severance benefits under SECTION 2 shall be payable either: (a) delivered in full, ; or (b) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section SECTION 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section SECTION 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under SECTION 2 hereof, notwithstanding that all or some portion of such severance benefits may be taxable under Section SECTION 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 SECTION 3 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1SECTION 3, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections SECTIONS 280G and AND 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4SECTION 3.

Limitation on Payments. In the event that the severance and other benefits provided ---------------------- for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance 's benefits under Section 2 shall be payable either: (a) delivered in full, or (b) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise exrcise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, benefits under Section 2 notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 411, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall under Section 9 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s independent public accountants who are primarily used by the Company immediately prior to Change in of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1Section, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Code and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then then, at the Employee’s election of Executive, Executive's severance benefits shall under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, ,whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 5 will be made in writing by the Bank’s Company's outside legal counsel or independent public accountants immediately prior to Change in Control or other firm selected by the Company (the “AccountantsFirm”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 15, the accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall under Section 6 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s independent public accountants who are primarily used by the Company immediately prior to Change in of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1Section, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. Any reduction in payments and/or benefits required by this Section 8 shall occur in the following order unless Executive elects in writing a different order prior to the date on which the event that triggers the severance payments and benefits due hereunder occurs: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for Executive’s equity awards unless Executive elects in writing a different order prior to the triggering event.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 44.2(b), would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance and other benefits shall will be either: : (ai) delivered in full, or or (bii) delivered as to such lesser extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance and other benefits, notwithstanding that all or some portion of such severance and other benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 4.2(b) will be made in writing by the BankCompany’s independent public accountants immediately prior to Change in of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14.2(b), the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 44.2(b). In the event the Accountants determine that this Section 4.2(b) requires a reduction in Executive’s severance or other benefits, Executive will be provided the reasonable opportunity to determine the order in which severance and other benefits will be reduced. If Executive fails to make an appropriate reduction election within the reasonable time period determined by the Committee, in its sole discretion, the order of reduction will be determined by the Committee.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 as amended (the “Code”) and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(a)(i) shall be either: (a) either delivered in full, or (b) or delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, amounts taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the BankCompany’s independent public accountants Accountants immediately prior to Change in Control (the “Accountants”)of Control, whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 49, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Executive's severance and other benefits shall will be either: : (ai) delivered in full, or or (bii) delivered as to such lesser extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance and other benefits, notwithstanding that all or some portion of such severance and other benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall 9 will be made in writing by the BankCompany’s independent public accountants immediately prior to a Change in of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 19, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 9. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.Section

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “"parachute payments” " within the meaning of Section 280G (as it may be amended or replaced) of the Code and (ii) but for this Section 4section 4.5, would be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the CodeCode (the "Excise Tax"), then the Employee’s Executive's severance benefits hereunder section 3. shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the CodeExcise Tax. Unless the Bank Luby's and the Employee Executive otherwise agree in writing, any determination required under this Section 4 section 4.5 shall be made in writing in good faith by the Bank’s accounting firm serving as Luby's independent public accountants immediately prior to the Change in of Control (the “"Accountants”"). In the event of a reduction in benefits hereunder, whose determination the Executive shall be conclusive and binding upon given the Employee and the Bank for all purposeschoice of which benefits to reduce. For purposes of making the calculations required by this Section 1section 4.5, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Luby's and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Sectionsection. The Bank Luby's shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4section 4.5.

Limitation on Payments. In the event that the severance payments and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (or any corresponding provisions of state income tax law), then the EmployeeExecutive’s severance benefits hereunder shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest greater amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. In the event that subsection (a) above applies, then Executive shall be responsible for any excise taxes imposed with respect to such benefits. In the event that subsection (b) above applies, then each benefit provided hereunder shall be proportionately reduced to the extent necessary to avoid imposition of such excise taxes.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits shall the (i) will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction shall occur in the following order: reduction of cash payments; cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G); cancellation of accelerated vesting of equity awards; reduction of employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s equity awards. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s an independent public accountants firm immediately prior to Change in of Control (the “AccountantsFirm”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee ▇▇▇▇▇▇▇ (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Gerhard's severance benefits under Section 4 shall be payable either: (ai) delivered in full, or (bii) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee ▇▇▇▇▇▇▇ on an after-tax basis, of the greatest amount of severance benefits, benefits under Section 4 notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee ▇▇▇▇▇▇▇ otherwise agree in writing, any determination required under this Section 4 13 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee ▇▇▇▇▇▇▇ and the Bank Company for all purposes. For purposes of making the calculations required by this Section 113, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee ▇▇▇▇▇▇▇ shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 413.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” " within the meaning of Section 280G 28OG (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended or replaced (the "Code") and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the CodeCode (the "Excise Tax"), then the Employee’s 's severance benefits hereunder Section 3 shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the CodeExcise Tax. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing in good faith by the Bank’s accounting firm serving as the Company's independent public accountants immediately prior to the Change in of Control (the “"Accountants”"). In the event of a reduction in benefits hereunder, whose determination the Employee shall be conclusive and binding upon given the Employee and the Bank for all purposeschoice of which benefits to reduce. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall under Section 3 will be either: (aA) delivered in full, or (bB) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any taxes due under Section 4999 shall be the responsibility of Executive. (b) In the event of a reduction in accordance with subsection 4(a), the reduction shall occur in the following order: (1) reduction of cash payments; (2) seduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Executive. If, as a result of any reduction required by Section 4(a), amounts previously paid to Executive exceed the amount to which Executive is entitled, Executive will promptly return the excess amount to the Company. (c) Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by a major national “Big Four” accounting firm selected by the Bank’s independent public accountants immediately prior to Change in Control Company (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants may Accountants may, after taking into account the information provided by Executive, make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 49, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or and/or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank and the Employee Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by the Bank’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank for all purposes. For purposes of making the calculations required by this Section 1, the accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall under Section 6 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s independent public accountants who are primarily used by the Company immediately prior to Change in of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1Section, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. Any reduction in payments and/or benefits required by this Section 8 shall occur in the following order unless Executive elects in writing a different order prior to the date on which the event that triggers the severance payments and benefits due hereunder occurs: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for Executive’s equity awards unless Executive elects in writing a different order prior to the triggering event.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 47, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits shall under this Agreement and benefits payable outside of this Agreement will be either: (a) a. delivered in full, or (b) or b. delivered as to such lesser extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by the Bank’s independent public accountants who are primarily used by the Company immediately prior to Change in Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1Section, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank shall Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance 's benefits under Section 2 shall be payable either: : (ai) delivered in full, or or (bii) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-after- tax basis, of the greatest amount of severance benefitsbenefits under Section 2, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 14, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. (b) The payment of severance benefits provided for in this Agreement shall be subject to all applicable income, employment and social tax rules and regulations. (c) The stock option acceleration benefits described above may negatively impact the Company's ability to engage in a Change of Control transaction that is favorable to the Company and its stockholders. As a result, the Board established the following limitation on the availability of these benefits: in the event that the Company commences substantive discussions with a potential acquiror prior to November 26, 2000 and such substantive discussions result in a Change of Control of the Company, the acceleration benefits described in this letter shall not apply to your options to purchase Common Stock or your restricted stock. The original vesting schedule(s) or repurchase terms which apply to your options to purchase Common Stock or restricted stock, as the case may be, would then apply.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s 's severance benefits under Section 3(a) shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. state , state, and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under this Agreement shall be payable either: (a) delivered in full, or (b) delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 49994999 of the Code, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefitsbenefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. The specific benefits that shall be reduced, if any, and the order of such reduction shall be determined by the Executive in his or her sole discretion. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the BankCompany’s independent public accountants immediately prior to Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 18, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 48.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986 as amended (the "Code"), and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then the Employee’s severance 's benefits under this Agreement shall be either: either (a) delivered in full, or or (b) delivered as to such lesser extent which as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 Paragraph shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 1Paragraph 13, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionParagraph 13. The Bank Company shall bear all costs that the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Paragraph 13.

Limitation on Payments. In the event that the severance and other benefits provided for in to Executive under this Agreement or otherwise payable to the Employee Section 7 ("Severance Payments") would (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 47, such Severance Payments (together with any other "parachute payments" made to the Executive hereunder or under any other agreement with the Executive) would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits such Severance Payments under this Section 7 shall be either: (a) delivered payable in full, reduced only by the tax cost, if any, to the Company as a result of any loss of any deduction under Section 280G of the Code with respect to the Severance Payment; or (b) delivered as to payable in such lesser extent amount which would result in no portion of such severance benefits Severance Payments being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable payments under this Section 4999 of the Code7. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 7.5 shall be made in writing by the Bank’s independent public accountants immediately prior agreed to Change in Control by the Company and Executive (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 17.5, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes (of both the Executive and the Company) and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 7.5. The Bank shall bear Company and the Executive will equally share all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47.5. As long as the Company has not registered any of its securities under the Securities Act of 1933, as amended, and is not required to file any reports under the Securities Exchange Act of 1934, as amended, it will use its best efforts to seek shareholder approval of the Severance Payments to be made to Executive hereunder.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Code and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Executive's severance benefits under Section 7 shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Bank’s Company's independent public accountants immediately prior to Change in of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee Executive and the Bank Company for all purposes. For purposes of making the calculations required by this Section 18, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 48.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 as amended (the “Code”) and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(a)(i) shall be either: (a) either a. delivered in full, or (b) or b. delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, amounts taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made so that benefits are delivered to a lesser extent, any cash amounts will be reduced or modified prior to the reduction of any non-cash amounts. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by a nationally recognized “Big Four” accounting firm selected by the Bank’s independent public accountants immediately prior to Change in Control Company (the “Accountants”), whose determination shall be conclusive and binding upon the Employee and the Bank Company for all purposes. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In the event that the vesting acceleration severance and other benefits benefit provided for in this Agreement or benefits otherwise payable to the Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then the Employee’s 's vesting acceleration severance benefits benefit under Section 3 shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal. , state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Bank Company and the Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing in good faith by the Bank’s accounting firm serving as the Company's independent public accountants immediately prior to the Change in of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Employee and the Bank for all purposes. For purposes of making the calculations required by this Section 15, the accountants Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Bank Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.