Common use of Limitations on Payments Clause in Contracts

Limitations on Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution by the Corporation or the Bank to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, and that it would be economically advantageous to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation under Section 4999 of the Code. For purposes of this Section 17, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 17 shall be made, in writing, by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 17, which determination shall be made by delivery of written notice to the Corporation within 10 days of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to or for the benefit of you together with interest thereon at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporation. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. (ai) Anything in The provisions of this Agreement Section 6(c) and not those of Section 6(b) shall apply to any Payments to which the contrary notwithstandingExecutive first becomes entitled as a result of an event occurring on or after January 1, in 2014. In the event that it shall be determined as set forth herein that any payment or distribution by the Corporation or the Bank to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise such Payments (a x) constitute “Payment”), would constitute an “excess parachute paymentpayments” within the meaning of Section 280G of the CodeCode and (y) but for this subsection (b), and that it would be economically advantageous to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation Excise Tax, such Payments shall be either (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. For purposes of Unless the Company and Executive otherwise agree in writing, any determination required under this Section 17, present value 6(c)(i) shall be determined made in accordance writing in good faith by the Accountants in good faith consultation with Section 280G(d)(4) of the CodeExecutive. (bii) All determinations In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to be made under this Section 17 that effect and the Executive may then determine, in his sole discretion, which and how much of the Payments shall be madeeliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing, writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Corporation’s independent certified public accountant immediately prior to Executive within such period, the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion Company may determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with (as long as, after such determination, none of the requirements of this Section 17, which determination shall be made by delivery of written notice Payments are subject to the Corporation within 10 days Excise Tax) and shall notify the Executive promptly of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely such determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (ciii) As a result For purposes of making the uncertainty in calculations required by this Section 6(c), the Accountants may make reasonable assumptions and approximations concerning the application taxes and may rely on reasonable good faith interpretations concerning the application of Section Sections 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In The Company and the event that Executive shall furnish to the Accounting Firm determines that an Underpayment has occurred, Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any such Underpayment shall be promptly paid calculations contemplated by the Corporation to or for the benefit of you together with interest thereon at the Federal Ratethis Section 6(c). (div) All If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(c)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the fees and expenses receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Accounting Firm in performing the determinations referred to in paragraphs (bExcise Tax imposed on such benefits) and (c) above shall be borne solely maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(c)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the Corporation. The Corporation agrees IRS or a court decision requiring the Executive to indemnify and hold harmless pay the Accounting Firm of and Excise Tax from any and all claims, damages and expenses of any nature resulting from which no appeal is available or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firmis timely taken. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. (ai) Anything If it is determined that any payment, benefit or distribution provided for in this Agreement to or otherwise (for the contrary notwithstandingpurposes of this Section 6(b), in each, a “Payment” and collectively, the event that it shall be determined as set forth herein that any payment or distribution by “Payments”) from the Corporation or the Bank Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise Executive (x) constitutes a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the CodeCode and (y) but for this subsection (b), and that it would be economically advantageous subject to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) Payments shall be reduced either: (but not below zeroA) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be being subject to the taxation Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. For purposes of this Section 17Unless the Company and Executive otherwise agree in writing, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made any determination required under this Section 17 6(b)(i) shall be made, made in writing, writing in good faith by an independent accounting firm selected by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”)Company, which firm shall provide its whose determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation Company and you. You shall the Executive (the “Accountants”), in your sole discretion determine which and how much of good faith consultation with the Agreement Executive. (ii) In the event a reduction in the Payments is required hereunder, the Payments shall be eliminated or reduced consistent in the following order, in each case, in reverse chronological order beginning with the requirements of this Section 17, which determination shall Payments that are to be made by delivery of written notice to paid the Corporation within 10 days of your receipt furthest in time from consummation of the determination of the Accounting Firm. Within five (5) days after your timely determination, the Corporation shall pay (or cause transaction that is subject to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time Code: (1) cash payments not subject to Section 409A of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two Code; (2) years cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c), and Payments that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) but not §1.280G-1, Q&A-24(c) shall be reduced before any amounts that are subject to calculation under §1.280G-1, Q&A-24(c). (iii) For purposes of making the determinations and calculations required by this Section 6(b), the Accountants: (A) shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Separation from Service, Change in Control within the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in meaning of Section 7872(f)(2280G(b)(2) of the Code and the regulations thereunder, including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, whether set forth in this Agreement or otherwise (the a “Federal RateNoncompete Covenant”), and the Company shall cooperate in good faith in connection with any such valuations and reasonable compensation positions; provided, however, that no amount shall be payable by you to and (B) may make reasonable assumptions and approximations concerning the Corporation if application of taxes and to may rely on reasonable good faith interpretations concerning the extent such payment would not reduce the amount which is subject to taxation under Section application of Sections 280G and 4999 of the Code. In The Company and the event that Executive shall furnish to the Accounting Firm determines that an Underpayment has occurred, Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(b). The Company shall bear all costs the Accountants may reasonably incur in connection with any such Underpayment shall be promptly paid calculations contemplated by the Corporation to or for the benefit of you together with interest thereon at the Federal Ratethis Section 6(b). (div) All If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(b)(i) hereof and notwithstanding such reduction, the United States Internal Revenue Service (“IRS”) determines that the Executive is liable for the Excise Tax as a result of the fees and expenses receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Accounting Firm in performing the determinations referred to in paragraphs (bExcise Tax imposed on such benefits) and (c) above shall be borne solely maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within thirty (30) days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the Corporation. The Corporation agrees IRS or a court decision requiring the Executive to indemnify and hold harmless pay the Accounting Firm of and Excise Tax from any and all claims, damages and expenses of any nature resulting from which no appeal is available or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firmis timely taken. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. (ai) Anything If it is determined that any payment, benefit or distribution provided for in this Agreement to or otherwise (for the contrary notwithstandingpurposes of this Section 6(b), in each, a “Payment” and collectively, the event that it shall be determined as set forth herein that any payment or distribution by “Payments”) from the Corporation or the Bank Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise Executive (x) constitutes a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the CodeCode and (y) but for this subsection (b), and that it would be economically advantageous subject to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) Payments shall be reduced either: (but not below zeroA) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be being subject to the taxation Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. For purposes of this Section 17Unless the Company and Executive otherwise agree in writing, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made any determination required under this Section 17 6(b)(i) shall be made, made in writing, writing in good faith by an independent accounting firm selected by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”)Company, which firm shall provide its whose determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation Company and youthe Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. You shall in your sole discretion If no such election is made by the Executive within such period, the Company may determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with (as long as, after such determination, none of the requirements of this Section 17, which determination shall be made by delivery of written notice Payments are subject to the Corporation within 10 days Excise Tax) and shall notify the Executive promptly of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely such determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (ciii) As a result For purposes of making the uncertainty in calculations required by this Section 6(b), the Accountants may make reasonable assumptions and approximations concerning the application taxes and may rely on reasonable good faith interpretations concerning the application of Section Sections 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In The Company and the event that Executive shall furnish to the Accounting Firm determines that an Underpayment has occurred, Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any such Underpayment shall be promptly paid calculations contemplated by the Corporation to or for the benefit of you together with interest thereon at the Federal Ratethis Section 6(b). (div) All If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the fees and expenses receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Accounting Firm in performing the determinations referred to in paragraphs (bExcise Tax imposed on such benefits) and (c) above shall be borne solely maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the Corporation. The Corporation agrees IRS or a court decision requiring the Executive to indemnify and hold harmless pay the Accounting Firm of and Excise Tax from any and all claims, damages and expenses of any nature resulting from which no appeal is available or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firmis timely taken. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. (a) Anything in this Agreement to the contrary notwithstanding, in In the event that it shall be determined as set forth herein that any payment or distribution by the Corporation or the Bank to or severance and other benefits provided for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of in this Agreement or otherwise payable to Executive (a i) constitute “Payment”), would constitute an “excess parachute paymentpayments” within the meaning of Section 280G of the Code, and that it (ii) but for this Section 5, would be economically advantageous subject to Executive the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 will be either: a. delivered in full, or b. delivered as to reduce the Payment such lesser extent which would result in no portion of such benefits being subject to avoid or reduce the taxation of excess parachute payments excise tax under Section 4999 of the Code, whichever of the aggregate present value foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of amounts payable the Code, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or distributable to or for the benefit some portion of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall benefits may be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation taxable under Section 4999 of the Code. For purposes If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of this cash payments; (ii) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 17, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 17 shall be made, in writing, by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”280G), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within 10 days (iii) cancellation of the date accelerated vesting of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion determine which and how much equity awards; (iv) reduction of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 17, which determination shall be made by delivery of written notice to the Corporation within 10 days of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraphemployee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the Accounting Firm determines that an Overpayment has been madereverse order of the date of grant of Executive’s equity awards. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 will be made in writing by the Company’s independent public accountants immediately prior to a Change in Control or such Overpayment shall be treated for all purposes as a loan other person or entity to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code parties mutually agree (the “Federal RateFirm”); provided, howeverwhose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 5, that no amount shall be payable by you to the Corporation if Firm may make reasonable assumptions and to approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the extent such payment would not reduce the amount which is subject to taxation under Section application of Sections 280G and 4999 of the Code. In The Company and Executive will furnish to the event that Firm such information and documents as the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation may reasonably request in order to or for the benefit of you together with interest thereon at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporationmake a determination under this Section. The Corporation agrees to indemnify and hold harmless Company will bear all costs the Accounting Firm of and from may incur in connection with any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firmcalculations contemplated by this Section 5. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. (ai) Anything If it is determined that any payment, benefit or distribution provided for in this Agreement to or otherwise (for the contrary notwithstandingpurposes of this Section 6(b), in each, a “Payment” and collectively, the event that it shall be determined as set forth herein that any payment or distribution by “Payments”) from the Corporation or the Bank Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise Executive (x) constitutes a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the CodeCode and (y) but for this subsection (b), and that it would be economically advantageous subject to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) Payments shall be reduced either: (but not below zeroA) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be being subject to the taxation Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. For purposes of this Section 17Unless the Company and Executive otherwise agree in writing, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made any determination required under this Section 17 6(b)(i) shall be made, made in writing, writing in good faith by an independent accounting firm selected by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”)Company, which firm shall provide its whose determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation Company and youthe Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in the Executive’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of the Executive’s election within ten (10) days of the Executive’s receipt of the Company’s notice. You shall in your sole discretion If no such election is made by the Executive within such period, the Company may determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with (as long as, after such determination, none of the requirements of this Section 17, which determination shall be made by delivery of written notice Payments are subject to the Corporation within 10 days Excise Tax) and shall notify the Executive promptly of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely such determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (ciii) As a result For purposes of making the uncertainty in calculations required by this Section 6(b), the Accountants may make reasonable assumptions and approximations concerning the application taxes and may rely on reasonable good faith interpretations concerning the application of Section Sections 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In The Company and the event that Executive shall furnish to the Accounting Firm determines that an Underpayment has occurred, Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any such Underpayment shall be promptly paid calculations contemplated by the Corporation to or for the benefit of you together with interest thereon at the Federal Ratethis Section 6(b). (div) All If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the fees and expenses receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Accounting Firm in performing the determinations referred to in paragraphs (bExcise Tax imposed on such benefits) and (c) above shall be borne solely maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the Corporation. The Corporation agrees IRS or a court decision requiring the Executive to indemnify and hold harmless pay the Accounting Firm of and Excise Tax from any and all claims, damages and expenses of any nature resulting from which no appeal is available or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firmis timely taken. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. (ai) Anything in this Agreement Section 5 to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution made, or benefit provided, by the Corporation or the Bank Company to or for the benefit of Executive, the Executive (whether paid or payable or distributed or distributable or provided pursuant to the terms of this Agreement hereof or otherwise (a “Payment”), otherwise) would constitute an “excess a "parachute payment” within the meaning of " as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and that it would then the lump sum severance payment payable pursuant to Section 5(c)(i) shall be economically advantageous to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, reduced so hat the aggregate present value of amounts payable or distributable all payments in the nature of compensation to (or for the benefit of) the Executive which are contingent on a change of control (as defined in Code Section 280G(b)(2)(A)) is One Dollar ($1.00) less than the amount which the Executive pursuant could receive without being considered to have received any parachute payment (the amount of this Agreement (such payments or distributions pursuant to this Agreement are hereinafter reduction in the lump sum severance payment is referred to herein as “Agreement Payments”"the Excess Amount"). The determination of the amount of any reduction required by this Section 5(f)(i) shall be reduced made by an independent accounting firm (other than the Company's independent accounting firm) selected by the Company and acceptable to the Executive, and such determination shall be conclusive and binding on the parties hereto. (ii) Notwithstanding the provisions of Section 5(f)(i), if it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding which has been finally and conclusively resolved, that an Excess Amount was received by the Executive from the Company, then such Excess Amount shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Amount and the Executive shall repay the Excess Amount to the Company on demand (but not below zerono less than ten (10) to days after written demand is received by the Reduced Amount. The “Reduced Amount” shall be an amount expressed Executive) together with interest on the4 Excess Amount at the "applicable Federal rate" (as defined in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation under Section 4999 of the Code. For purposes of this Section 17, present value shall be determined in accordance with Section 280G(d)(41274(d) of the Code. (b) All determinations to be made under this Section 17 shall be made, in writing, by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within 10 days of from the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 17, which determination shall be made by delivery of written notice to the Corporation within 10 days of your Executive's receipt of such Excess Amount until the determination date of the Accounting Firm. Within five (5) days after your timely determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amountrepayment. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to or for the benefit of you together with interest thereon at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporation. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. (ai) Anything in this Agreement Section 5 to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution made, or benefit provided, by the Corporation or the Bank Company to or for the benefit of Executive, the Executive (whether paid or payable or distributed or distributable or provided pursuant to the terms of this Agreement hereof or otherwise (a “Payment”), otherwise) would constitute an “excess a "parachute payment” within the meaning of " as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and that it would then the lump sum severance payment payable pursuant to Section 5(c)(i) shall be economically advantageous to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, reduced so hat the aggregate present value of amounts payable or distributable all payments in the nature of compensation to (or for the benefit of) the Executive which are contingent on a change of control (as defined in Code Section 280G(b)(2)(A)) is One Dollar ($1.00) less than the amount which the Executive pursuant could receive without being considered to have received any parachute payment (the amount of this Agreement (such payments or distributions pursuant to this Agreement are hereinafter reduction in the lump sum severance payment is referred to herein as “Agreement Payments”"the Excess Amount"). The determination of the amount of any reduction required by this Section 5(f)(i) shall be reduced made by an independent accounting firm (other than the Company's independent accounting firm) selected by the Company and acceptable to the Executive, and such determination shall be conclusive and binding on the parties hereto. (ii) Notwithstanding the provisions of Section 5(f)(i), if it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding which has been finally and conclusively resolved, that an Excess Amount was received by the Executive from the Company, then such Excess Amount shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Amount and the Executive shall repay the Excess Amount to the Company on demand (but not below zerono less than ten (10) to days after written demand is received by the Reduced Amount. The “Reduced Amount” shall be an amount expressed Executive) together with interest on the Excess Amount at the "applicable Federal rate" (as defined in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation under Section 4999 of the Code. For purposes of this Section 17, present value shall be determined in accordance with Section 280G(d)(41274(d) of the Code. (b) All determinations to be made under this Section 17 shall be made, in writing, by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within 10 days of from the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 17, which determination shall be made by delivery of written notice to the Corporation within 10 days of your Executive's receipt of such Excess Amount until the determination date of the Accounting Firm. Within five (5) days after your timely determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amountrepayment. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to or for the benefit of you together with interest thereon at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporation. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. Notwithstanding any other provision of this Agreement, if any portion of any payment under this Agreement, or under any other agreement with or plan of the Company or its affiliates (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution by the Corporation or the Bank to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”aggregate "Total Payments"), would constitute an “"excess parachute payment” within ," then the Total Payments to be made to the Employee shall be reduced such that the value of the aggregate Total Payments that the Employee is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Employee may receive without becoming subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or which the Company may pay without loss of deduction under Section 280G(a) of the Code. For purposes of this Agreement, the terms "excess parachute payment" and "parachute payments" shall have the meaning of assigned to them in Section 280G of the Code, and such "parachute payments" shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b)(2) of the Code. Within fifteen (15) days following the Date of Termination or notice by the Company to the Employee of its belief that it would be economically advantageous to Executive to reduce there is a payment or benefit due the Payment to avoid or reduce the taxation of Employee which will result in an excess parachute payments under payment as defined in Section 4999 280G of the Code, the aggregate Employee and the Company, at the Company's expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel selected by the Company's independent auditors and acceptable to the Employee in his sole discretion (which may be regular outside counsel to the Company), which opinion sets forth (i) the amount of the Base Period Income, (ii) the amount and present value of amounts payable or distributable to or for Total Payments and (iii) the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate and present value of Agreement Payments any excess parachute payments determined without causing any Payment to be subject regard to the taxation under limitations of this paragraph. As used in this Agreement, the term "Base Period Income" means an amount equal to the Employee's "annualized includible compensation for the base period" as defined in Section 4999 280G(d)(1) of the Code. For purposes of this Section 17such opinion, present the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with Section 280G(d)(4the principles of Sections 280(G)(d)(3) and (4) of the Code. (b) All determinations to be made under this Section 17 shall be made, in writing, by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 17, which determination shall be made by delivery evidenced in a certificate of written notice such auditors addressed to the Corporation Company and the Employee. If such opinion determines that there would be an excess parachute payment, any payment or benefit determined by such counsel to be includible in Total Payments shall be reduced or eliminated as specified by the Employee in writing delivered to the Company within 10 days of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely determinationof his receipt of such opinion or, if the Employee fails to so notify the 5 Company, then as the Company shall reasonably determine, so that under the bases of calculations set forth in such opinion there will be excess parachute payment. If such legal counsel so requests in connection with the opinion required by this paragraph, the Corporation Employee and the Company shall pay (or cause obtain at the Company's expense, and the legal counsel may rely on in providing the opinion, the advice of a firm of recognized executive compensation to be paid) or distribute (or cause to be distributed) to or for received by the benefit Employee. If the provisions of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (c) As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderare repealed without succession, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment then this paragraph shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to further force or for the benefit of you together with interest thereon at the Federal Rateeffect. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporation. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. All prepayments referred to in Section 2.3(b)(ii) above are subject to permissibility under (ai) Anything in this Agreement applicable local law (e.g., financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries) and (ii) material constituent document restrictions existing as of the Closing Date (including as a result of minority ownership). There will be no requirement to the contrary notwithstanding, in the event make any prepayment under Section 2.3(b)(ii) if Borrowers and their Subsidiaries or any of their Affiliates provide reasonable evidence to Agent and Lenders that it would incur a material tax liability, including a deemed dividend pursuant to Section 956 of the IRC; provided, further, that utilization of the net operating losses of Borrowers and their Subsidiaries shall be determined excluded from Borrowers’ determination of whether such prepayment would result in material adverse tax liabilities to Borrowers or any of their respective Subsidiaries. The non-application of any prepayment amounts as set forth herein that any payment or distribution by a consequence of the Corporation or the Bank to or foregoing provisions shall not, for the benefit avoidance of Executivedoubt, whether paid or payable or distributed or distributable pursuant constitute an Event of Default under Section 9.1(a), and such amounts shall be available for working capital purposes of Borrowers and their Subsidiaries, subject to the terms and conditions of this Agreement or otherwise (a “Payment”)Agreement, would constitute an “excess parachute payment” within so long as such amounts are not required to be prepaid in accordance with the meaning of Section 280G of the Code, following provisions. Borrowers and that it would be economically advantageous to Executive their Subsidiaries shall use commercially reasonable efforts to reduce or eliminate the Payment to avoid or reduce foregoing restrictions and/or minimize any such costs of prepayment and/or use the taxation other cash resources of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement Borrowers and their Subsidiaries (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation under Section 4999 of the Code. For purposes of this Section 17, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 17 shall be made, in writing, by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 17, which determination shall be made by delivery of written notice to the Corporation within 10 days of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributedconsiderations above) to or for make the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”)relevant payment; provided, however, such efforts shall not include the application or use of net operating losses of Borrowers and their Subsidiaries. If at any time within one year of a required prepayment date that no amount is excused under this Section 2.3(f), such restrictions are removed, any relevant proceeds will be applied in prepayment of the Loans. Notwithstanding the foregoing, any prepayments required after application of the above provision shall be payable net of any costs, expenses or taxes incurred by you to Borrowers and their Subsidiaries or any of their Affiliates arising solely as a result of compliance with the Corporation if preceding sentence, and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment Borrowers and their Subsidiaries shall be promptly paid by the Corporation permitted to make, directly or for the benefit of you together with interest thereon at the Federal Rateindirectly, a dividend or distribution to their Affiliates in an amount sufficient to cover such tax liability, costs or expenses. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporation. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. (ai) Anything If it is determined that any payment, benefit or distribution provided for in this Agreement to or otherwise (for the contrary notwithstandingpurposes of this Section 6(b), in each, a “Payment” and collectively, the event that it shall be determined as set forth herein that any payment or distribution by “Payments”) from the Corporation or the Bank Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise Executive (x) constitutes a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the CodeCode and (y) but for this subsection (b), and that it would be economically advantageous subject to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) Payments shall be reduced either: (but not below zeroA) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be being subject to the taxation Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. For purposes of this Section 17Unless the Company and Executive otherwise agree in writing, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made any determination required under this Section 17 6(b)(i) shall be made, made in writing, writing in good faith by an independent accounting firm selected by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”)Company, which firm shall provide its whose determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation Company and youthe Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in the Executive’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of the Executive’s election within ten (10) days of the Executive’s receipt of the Company’s notice. You shall in your sole discretion If no such election is made by the Executive within such period, the Company may determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with (as long as, after such determination, none of the requirements of this Section 17, which determination shall be made by delivery of written notice Payments are subject to the Corporation within 10 days Excise Tax) and shall notify the Executive promptly of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely such determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (ciii) As a result For purposes of making the uncertainty determinations and calculations required by this Section 6(b), the Accountants: (A) shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control within the application meaning of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2280G(b)(2) of the Code and the regulations thereunder, including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, whether set forth in this Agreement or otherwise (the a “Federal RateNoncompete Covenant”); provided, howeverand the Company shall cooperate in good faith in connection with any such valuations and reasonable compensation positions. Without limiting the generality of the foregoing, that no for purposes of this provision, the Company agrees to allocate as consideration for any Noncompete Covenant the maximum amount shall be of compensation and benefits payable by you under this Agreement reasonably allocable thereto so as to the Corporation if and avoid, to the extent such payment would not reduce the amount which is subject possible, subjecting any Payments to taxation tax under Section 4999 of the Code; and (B) may make reasonable assumptions and approximations concerning the application of taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. In The Company and the event that Executive shall furnish to the Accounting Firm determines that an Underpayment has occurred, Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(b). The Company shall bear all costs the Accountants may reasonably incur in connection with any such Underpayment shall be promptly paid calculations contemplated by the Corporation to or for the benefit of you together with interest thereon at the Federal Ratethis Section 6(b). (div) All If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the fees and expenses receipt of Payments from the Accounting Firm in performing Company, then the determinations referred to in paragraphs (b) and (c) above Executive shall be borne solely by obligated to pay to the Corporation. The Corporation agrees to indemnify and hold harmless Company (the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.7

Limitations on Payments. Notwithstanding any other provision of this Agreement, if any portion of any payment under this Agreement, or under any other agreement with or plan of the Company or its affiliates (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution by the Corporation or the Bank to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”aggregate "Total Payments"), would constitute an “"excess parachute payment” within ," then the Total Payments to be made to the Employee shall be reduced such that the value of the aggregate Total Payments that the Employee is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Employee may receive without becoming subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or which the Company may pay without loss of deduction under Section 280G(a) of the Code. For purposes of this Agreement, the terms "excess parachute payment" and "parachute payments" shall have the meaning of assigned to them in Section 280G of the Code, and such "parachute payments" shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b) (2) of the Code. Within fifteen (15) days following the Date of Termination or notice by the Company to the Employee of its belief that it would be economically advantageous to Executive to reduce there is a payment or benefit due the Payment to avoid or reduce the taxation of Employee which will result in an excess parachute payments under payment as defined in Section 4999 280G of the Code, the aggregate present value Employee and the Company, at the Company's expense, shall obtain the opinion (which need not be unqualified) of amounts payable or distributable to or for nationally recognized tax counsel selected by the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) Company's independent auditors and acceptable to the Reduced Amount. The “Reduced Amount” shall Employee in his sole discretion (which may be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject regular outside counsel to the taxation under Section 4999 of the Code. For purposes of this Section 17, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 17 shall be made, in writing, by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”Company), which firm shall provide its determinations and any supporting calculations in writing to both opinion sets forth (i) the Corporation and you within 10 days amount of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 17Base Period Income, which determination shall be made by delivery of written notice to the Corporation within 10 days of your receipt of the determination of the Accounting Firm. Within five (5ii) days after your timely determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to or for the benefit of you together with interest thereon at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporation. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.and

Limitations on Payments. (ai) Anything If it is determined that any payment, benefit or distribution provided for in this Agreement to or otherwise (each, a “Payment” and collectively, the contrary notwithstanding, in “Payments”) from the event that it shall be determined as set forth herein that any payment or distribution by the Corporation or the Bank Company to or for the benefit of Executivethe Executive to which the Executive first becomes entitled as a result of an event occurring on or after October 1, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise 2010 (x) constitutes a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the CodeCode and (y) but for this subsection (b), and that it would be economically advantageous subject to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) Payments shall be reduced either (but not below zeroA) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be being subject to the taxation Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. For purposes of this Section 17Unless the Company and Executive otherwise agree in writing, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made any determination required under this Section 17 6(b)(i) shall be made, made in writing, writing in good faith by an independent accounting firm selected by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”)Company, which firm shall provide its whose determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation Company and youthe Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. You shall in your sole discretion If no such election is made by the Executive within such period, the Company may determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with (as long as, after such determination, none of the requirements of this Section 17, which determination shall be made by delivery of written notice Payments are subject to the Corporation within 10 days Excise Tax) and shall notify the Executive promptly of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely such determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (ciii) As a result For purposes of making the uncertainty in calculations required by this Section 6(b), the Accountants may make reasonable assumptions and approximations concerning the application taxes and may rely on reasonable good faith interpretations concerning the application of Section Sections 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In The Company and the event that Executive shall furnish to the Accounting Firm determines that an Underpayment has occurred, Accountants such information and documents as the Accountants may reasonable request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any such Underpayment shall be promptly paid calculations contemplated by the Corporation to or for the benefit of you together with interest thereon at the Federal Ratethis Section 6(b). (div) All If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the fees and expenses receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Accounting Firm in performing the determinations referred to in paragraphs (bExcise Tax imposed on such benefits) and (c) above shall be borne solely maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the Corporation. The Corporation agrees IRS or a court decision requiring the Executive to indemnify and hold harmless pay the Accounting Firm of and Excise Tax from any and all claims, damages and expenses of any nature resulting from which no appeal is available or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firmis timely taken. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. Notwithstanding any other provision of this Agreement, if any portion of any payment under this Agreement, or under any other agreement with or plan of the Company or its affiliates (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution by the Corporation or the Bank to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”aggregate "Total Payments"), would constitute an “"excess parachute payment” within ," then the Total Payments to be made to the Executive shall be reduced such that the value of the aggregate Total Payments that the Executive is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or which the Company may pay without loss of deduction under Section 280G(a) of the Code. For purposes of this Agreement, the terms "excess parachute payment" and "parachute payments" shall have the meaning of assigned to them in Section 280G of the Code, and such "parachute payments" shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b) (2) of the Code. Within fifteen (15) days following the Date of Termination or notice by the Company to the Executive of its belief that it would be economically advantageous to there is a payment or benefit due the Executive to reduce the Payment to avoid or reduce the taxation of which will result in an excess parachute payments under payment as defined in Section 4999 280G of the Code, the aggregate Executive and the Company, at the Company's expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel selected by the Company's independent auditors and acceptable to the Executive in his sole discretion (which may be regular outside counsel to the Company), which opinion sets forth (i) the amount of the Base Period Income, (ii) the amount and present value of amounts payable or distributable to or for Total Payments and (iii) the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate and present value of Agreement Payments any excess parachute payments determined without causing any Payment to be subject regard to the taxation under limitations of this paragraph. As used in this Agreement, the term "Base Period Income" means an amount equal to the Executive's "annualized includible compensation for the base period" as defined in Section 4999 280G(d) (1) of the Code. For purposes of this Section 17such opinion, present the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with Section 280G(d)(4the principles of Sections 28OG(d) (3) and (4) of the Code. (b) All determinations to be made under this Section 17 shall be made, in writing, by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 17, which determination shall be made by delivery evidenced in a certificate of written notice such auditors addressed to the Corporation Company and the Executive. If such opinion determines that there would be an excess parachute payment, any payment or benefit determined by such counsel to be includible in Total Payments shall be reduced or eliminated as specified by the Executive in writing delivered to the Company within 10 days of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely determinationof his receipt of such opinion or, if the Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculations set forth in such opinion there will be excess parachute payment. If such legal counsel so requests in connection with the opinion required by this paragraph, the Corporation Executive and the Company shall pay (or cause obtain at the Company's expense, and the legal counsel may rely on in providing the opinion, the advice of a firm of recognized executive compensation to be paid) or distribute (or cause to be distributed) to or for received by the benefit Executive. If the provisions of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (c) As a result of the uncertainty in the application of Section 280G Sections 28OG and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderare repealed without succession, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment then this paragraph shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to further force or for the benefit of you together with interest thereon at the Federal Rateeffect. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporation. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. (a) a. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution by the Corporation or the Bank to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, and that it would be economically advantageous to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation under Section 4999 of the Code. For purposes of this Section 17, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) b. All determinations to be made under this Section 17 shall be made, in writing, by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 17, which determination shall be made by delivery of written notice to the Corporation within 10 days of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (c) c. As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to or for the benefit of you together with interest thereon at the Federal Rate. (d) d. All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporation. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. (e) e. All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution by the Corporation or the Bank to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, and that it would be economically advantageous to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation under Section 4999 of the Code. For purposes of this Section 17, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 17 shall be made, in writing, by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 17, which determination shall be made by delivery of written notice to the Corporation within 10 days of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to or for the benefit of you together with interest thereon at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporation. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder. 18.

Limitations on Payments. (ai) Anything If it is determined that any payment, benefit or distribution provided for in this Agreement to or otherwise (for the contrary notwithstandingpurposes of this Section 6(b), in each, a “Payment” and collectively, the event that it shall be determined as set forth herein that any payment or distribution by “Payments”) from the Corporation or the Bank Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise Executive (x) constitutes a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the CodeCode and (y) but for this subsection (b), and that it would be economically advantageous subject to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) Payments shall be reduced either: (but not below zeroA) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be being subject to the taxation Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. For purposes of this Section 17Unless the Company and Executive otherwise agree in writing, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made any determination required under this Section 17 6(b)(i) shall be made, made in writing, writing in good faith by an independent accounting firm selected by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”)Company, which firm shall provide its whose determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation Company and youthe Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in the Executive’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of the Executive’s election within ten (10) days of the Executive’s receipt of the Company’s notice. You shall in your sole discretion If no such election is made by the Executive within such period, the Company may determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with (as long as, after such determination, none of the requirements of this Section 17, which determination shall be made by delivery of written notice Payments are subject to the Corporation within 10 days Excise Tax) and shall notify the Executive promptly of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely such determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (ciii) As a result For purposes of making the uncertainty determinations and calculations required by this Section 6(b), the Accountants: (A) shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control within the application meaning of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2280G(b)(2) of the Code and the regulations thereunder, including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, whether set forth in this Agreement or otherwise (the a “Federal RateNoncompete Covenant”); provided, howeverand the Company shall cooperate in good faith in connection with any such valuations and reasonable compensation positions. Without limiting the generality of the foregoing, that no for purposes of this provision, the Company agrees to allocate as consideration for any Noncompete Covenant the maximum amount shall be of compensation and benefits payable by you under this Agreement reasonably allocable thereto so as to the Corporation if and avoid, to the extent such payment would not reduce the amount which is subject possible, subjecting any Payments to taxation tax under Section 4999 of the Code; and (B) may make reasonable assumptions and approximations concerning the application of taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. In The Company and the event that Executive shall furnish to the Accounting Firm determines that an Underpayment has occurred, Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(b). The Company shall bear all costs the Accountants may reasonably incur in connection with any such Underpayment shall be promptly paid calculations contemplated by the Corporation to or for the benefit of you together with interest thereon at the Federal Ratethis Section 6(b). (div) All If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the fees and expenses receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Accounting Firm in performing the determinations referred to in paragraphs (bExcise Tax imposed on such benefits) and (c) above shall be borne solely maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the Corporation. The Corporation agrees IRS or a court decision requiring the Executive to indemnify and hold harmless pay the Accounting Firm of and Excise Tax from any and all claims, damages and expenses of any nature resulting from which no appeal is available or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firmis timely taken. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. (ai) Anything If it is determined that any payment, benefit or distribution provided for in this Agreement to or otherwise (for the contrary notwithstandingpurposes of this Section 6(b), in each, a “Payment” and collectively, the event that it shall be determined as set forth herein that any payment or distribution by “Payments”) from the Corporation or the Bank Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise Executive (x) constitutes a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the CodeCode and (y) but for this subsection (b), and that it would be economically advantageous subject to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) Payments shall be reduced either: (but not below zeroA) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be being subject to the taxation Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. For purposes of this Section 17Unless the Company and Executive otherwise agree in writing, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made any determination required under this Section 17 6(b)(i) shall be made, made in writing, writing in good faith by an independent accounting firm selected by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”)Company, which firm shall provide its whose determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation Company and you. You shall the Executive (the “Accountants”), in your sole discretion determine which and how much of good faith consultation with the Agreement Executive. (ii) In the event a reduction in the Payments is required hereunder, the Payments shall be eliminated or reduced consistent in the following order, in each case, in reverse chronological order beginning with the requirements of this Section 17, which determination shall Payments that are to be made by delivery of written notice to paid the Corporation within 10 days of your receipt furthest in time from consummation of the determination of the Accounting Firm. Within five (5) days after your timely determination, the Corporation shall pay (or cause transaction that is subject to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time Code: (1) cash payments not subject to Section 409A of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two Code; (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is cash payments subject to taxation under Section 4999 409A of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to or for the benefit of you together with interest thereon at the Federal Rate. ; (d3) All of the fees equity-based payments and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporation. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.acceleration; and

Limitations on Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it The payments and benefits provided under Section 5 shall be determined as set forth herein that made without regard to whether such payments and benefits, either alone or in conjunction with any payment other payments or distribution benefits made available to Executive by the Corporation and/or the Bank, will result in Executive being subject to an excise tax under Section 4999 of the Code (the “Excise Tax”) or whether the Bank to deductibility of such payments and benefits would be limited or for precluded by Section 280G of the benefit Code; provided, however, that if the Total After-Tax Payments (as defined below) would be increased by limitation or elimination of Executivepayments or benefits provided under Section 5, whether paid or then the amounts and benefits payable or distributed or distributable pursuant under Section 5 will be reduced to the terms minimum extent necessary to maximize the Total After-Tax Payments. For purposes of this Agreement or otherwise Section 20, “Total After-Tax Payments” means the total of all “parachute payments” (a “Payment”), would constitute an “excess parachute payment” within as that term is defined in Section 280G(b)(2) of the meaning Code and which the parties agree will not include any portion of payments allocated to the non-compete provisions of Section 7 which are classified as payments of reasonable compensation for purposes of Section 280G of the Code, and that it would be economically advantageous to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable )) made to or for the benefit of Executive (whether made under this Agreement or otherwise), after reduction for all applicable taxes (including, without limitation, the Excise Tax). If a reduction to the payments or benefits provided under Section 5 is required pursuant to this Agreement (Section 20, such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) reduction shall be reduced (but not below zero) occur to the Reduced Amount. The “Reduced Amount” shall be an amount expressed payments and benefits in present value which maximizes the aggregate order that results in the greatest economic present value of Agreement Payments without causing any Payment all payments and benefits actually made to be subject to the taxation under Section 4999 of the CodeExecutive. For purposes of this Section 17, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations calculations to be made under this Section 17 20 shall be made, in writing, made by the Corporation’s independent certified public accountant immediately prior accountants, subject to the Change right of Control (Executive’s representative to review same. The parties recognize that the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within 10 days actual implementation of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements provisions of this Section 17, which determination shall be made by delivery of written notice 20 are complex and agree to the Corporation within 10 days of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely determination, the Corporation shall pay (deal with each other in good faith to resolve any questions or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amountdisagreements arising hereunder. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to or for the benefit of you together with interest thereon at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporation. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. (ai) Anything If it is determined that any payment, benefit or distribution provided for in this Agreement to or otherwise (for the contrary notwithstandingpurposes of this Section 6(b), in each, a “Payment” and collectively, the event that it shall be determined as set forth herein that any payment or distribution by “Payments”) from the Corporation or the Bank Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise Executive (x) constitutes a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the CodeCode and (y) but for this subsection (b), and that it would be economically advantageous subject to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) Payments shall be reduced either: (but not below zeroA) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be being subject to the taxation Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. For purposes of this Section 17Unless the Company and Executive otherwise agree in writing, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made any determination required under this Section 17 6(b)(i) shall be made, made in writing, writing in good faith by an independent accounting firm selected by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”)Company, which firm shall provide its whose determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation Company and youthe Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in the Executive’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of the Executive’s election within ten (10) days of the Executive’s receipt of the Company’s notice. You shall in your sole discretion If no such election is made by the Executive within such period, the Company may determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with (as long as, after such determination, none of the requirements of this Section 17, which determination shall be made by delivery of written notice Payments are subject to the Corporation within 10 days Excise Tax) and shall notify the Executive promptly of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely such determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (ciii) As a result For purposes of making the uncertainty determinations and calculations required by this Section 6(b), the Accountants: (A) shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control within the application meaning of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2280G(b)(2) of the Code and the regulations thereunder, including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, whether set forth in this Agreement or otherwise (the a “Federal RateNoncompete Covenant”); provided, howeverand the Company shall cooperate in good faith in connection with any such valuations and reasonable compensation positions. Without limiting the generality of the foregoing, that no for purposes of this provision, the Company agrees to allocate as consideration for any Noncompete Covenant the maximum amount shall be of compensation and benefits payable by you under this Agreement reasonably allocable thereto so as to the Corporation if and avoid, to the extent such payment would not reduce the amount which is subject possible, subjecting any Payments to taxation tax under Section 4999 of the Code; and (B) may make reasonable assumptions and approximations concerning the application of taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. In The Company and the event that Executive shall furnish to the Accounting Firm determines that an Underpayment has occurred, Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(b). The Company shall bear all costs the Accountants may reasonably incur in connection with any such Underpayment shall be promptly paid calculations contemplated by the Corporation to or for the benefit of you together with interest thereon at the Federal Ratethis Section 6(b). (div) All If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the fees and expenses receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Accounting Firm in performing the determinations referred to in paragraphs (bExcise Tax imposed on such benefits) and (c) above shall be borne solely maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the Corporation. The Corporation agrees IRS or a court decision requiring the Executive to indemnify and hold harmless pay the Accounting Firm of and Excise Tax from any and all claims, damages and expenses of any nature resulting from which no appeal is available or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firmis timely taken. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. (ai) Anything in this Agreement to the contrary notwithstanding, in In the event that it shall be determined as set forth herein that any payment or distribution by the Corporation or the Bank to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise such Payments (a x) constitute “Payment”), would constitute an “excess parachute paymentpayments” within the meaning of Section 280G of the CodeCode and (y) but for this subsection (b), and that it would be economically advantageous to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation Excise Tax, such Payments shall be either (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. For purposes of Unless the Company and Executive otherwise agree in writing, any determination required under this Section 17, present value 6(c)(i) shall be determined made in accordance writing in good faith by the Accountants in good faith consultation with Section 280G(d)(4) of the CodeExecutive. (bii) All determinations In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to be made under this Section 17 that effect and the Executive may then determine, in his sole discretion, which and how much of the Payments shall be madeeliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing, writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Corporation’s independent certified public accountant immediately prior to Executive within such period, the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion Company may determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with (as long as, after such determination, none of the requirements of this Section 17, which determination shall be made by delivery of written notice Payments are subject to the Corporation within 10 days Excise Tax) and shall notify the Executive promptly of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely such determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (ciii) As a result For purposes of making the uncertainty determinations and calculations required by this Section 6(b), the Accountants: (A) shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control within the application meaning of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2280G(b)(2) of the Code and the regulations thereunder, including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, whether set forth in this Agreement or otherwise (the a “Federal RateNoncompete Covenant”); provided, howeverand the Company shall cooperate in good faith in connection with any such valuations and reasonable compensation positions. Without limiting the generality of the foregoing, that no for purposes of this provision, the Company agrees to allocate as consideration for any Noncompete Covenant the maximum amount shall be of compensation and benefits payable by you under this Agreement reasonably allocable thereto so as to the Corporation if and avoid, to the extent such payment would not reduce the amount which is subject possible, subjecting any Payments to taxation tax under Section 4999 of the Code; and (B) may make reasonable assumptions and approximations concerning the application of taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. In The Company and the event that Executive shall furnish to the Accounting Firm determines that an Underpayment has occurred, Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(b). The Company shall bear all costs the Accountants may reasonably incur in connection with any such Underpayment shall be promptly paid calculations contemplated by the Corporation to or for the benefit of you together with interest thereon at the Federal Ratethis Section 6(b). (div) All If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the fees and expenses receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Accounting Firm in performing the determinations referred to in paragraphs (bExcise Tax imposed on such benefits) and (c) above shall be borne solely maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the Corporation. The Corporation agrees IRS or a court decision requiring the Executive to indemnify and hold harmless pay the Accounting Firm of and Excise Tax from any and all claims, damages and expenses of any nature resulting from which no appeal is available or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firmis timely taken. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. All prepayments referred to in Section 2.05(b)(ii) above with respect to Net Cash Proceeds received by any Foreign Subsidiary from Dispositions or Involuntary Dispositions are subject to permissibility under applicable Law (ae.g., financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries). There will be no requirement to make any prepayment under Section 2.05(b)(ii) Anything in this Agreement with respect to Net Cash Proceeds received by any Foreign Subsidiary from Dispositions or Involuntary Dispositions if the Borrower and its Subsidiaries provide reasonable evidence to the contrary notwithstanding, in Administrative Agent and the event Lenders that it would incur a material tax liability, including a deemed dividend pursuant to Section 956 of the IRC, resulting solely from the repatriation of such Net Cash Proceeds to any Loan Party for such prepayment. The non-application of any prepayment amounts as a consequence of the foregoing provisions shall not, for the avoidance of doubt, constitute an Event of Default, and such amounts shall be determined as set forth herein that any payment or distribution by the Corporation or the Bank to or available for the benefit working capital purposes of ExecutiveBorrower and its Subsidiaries, whether paid or payable or distributed or distributable pursuant subject to the terms and conditions of this Agreement or otherwise (a “Payment”)Agreement, would constitute an “excess parachute payment” within so long as such amounts are not required to be prepaid in accordance with the meaning of Section 280G of the Code, following provisions. The Borrower and that it would be economically advantageous to Executive its Subsidiaries shall use commercially reasonable efforts to reduce or eliminate the Payment foregoing restrictions and/or minimize any such costs of prepayment and repatriation and/or to avoid overcome or reduce eliminate any such tax liability, as applicable, and/or use the taxation other cash resources of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement Borrower and its Subsidiaries (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation considerations above) to make the relevant prepayment. If at any time within one year of a required prepayment date that is excused under Section 4999 of the Code. For purposes of this Section 172.05(b)(v), present value such restrictions, prohibitions or tax liabilities are removed or no longer applicable, the Borrower shall be determined immediately make the relevant prepayment in accordance with Section 280G(d)(4) 2.05(b)(ii). Notwithstanding the foregoing, any prepayments required after application of the Code. (b) All determinations to be made under this Section 17 above provision shall be madenet of any costs, in writing, expenses or taxes incurred by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide Borrower and its determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 17, which determination shall be made by delivery of written notice to the Corporation within 10 days of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts Subsidiaries arising solely as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent compliance with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to or for the benefit of you together with interest thereon at the Federal Ratesentence. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporation. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.

Limitations on Payments. All prepayments referred to in Section 2.3(b)(i) above are subject to permissibility under (ai) Anything in this Agreement applicable local law (e.g., financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries) and (ii) material constituent document restrictions existing as of the Closing Date (including as a result of minority ownership). There will be no requirement to the contrary notwithstanding, in the event make any prepayment under Section 2.3(b)(i) if Borrower and its Subsidiaries or any of their Affiliates provide reasonable evidence to Agent and Lenders that it would incur a material tax liability, including a deemed dividend pursuant to Section 956 of the IRC; provided, further, that utilization of the net operating losses of Borrower and its Subsidiaries shall be determined excluded from Borrower’s determination of whether such prepayment would result in material adverse tax liabilities to Borrower or any of its Subsidiaries. The non-application of any prepayment amounts as set forth herein that any payment or distribution by a consequence of the Corporation or the Bank to or foregoing provisions shall not, for the benefit avoidance of Executivedoubt, whether paid or payable or distributed or distributable pursuant constitute an Event of Default under Section 9.1(a), and such amounts shall be available for working capital purposes of Borrower and its Subsidiaries, subject to the terms and conditions of this Agreement or otherwise (a “Payment”)Agreement, would constitute an “excess parachute payment” within so long as such amounts are not required to be prepaid in accordance with the meaning of Section 280G of the Code, following provisions. Borrower and that it would be economically advantageous to Executive its Subsidiaries shall use commercially reasonable efforts to reduce or eliminate the Payment to avoid or reduce foregoing restrictions and/or minimize any such costs of prepayment and/or use the taxation other cash resources of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement Borrower and its Subsidiaries (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation under Section 4999 of the Code. For purposes of this Section 17, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 17 shall be made, in writing, by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within 10 days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 17, which determination shall be made by delivery of written notice to the Corporation within 10 days of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributedconsiderations above) to or for make the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within 15 days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”)relevant payment; provided, however, such efforts shall not include the application or use of net operating losses of Borrower and its Subsidiaries. If at any time within one year of a required prepayment date that no amount is excused under this Section 2.3(f), such restrictions are removed, any relevant proceeds will be applied in prepayment of the Term Loan. Notwithstanding the foregoing, any prepayments required after application of the above provision shall be payable net of any costs, expenses or taxes incurred by you to Borrower and its Subsidiaries or any of its Affiliates arising solely as a result of compliance with the Corporation if preceding sentence, and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment Borrower and its Subsidiaries shall be promptly paid by the Corporation permitted to make, directly or for the benefit of you together with interest thereon at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporation. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claimsindirectly, damages and expenses of any nature resulting from a dividend or relating distribution to its determinations pursuant Affiliates in an amount sufficient to paragraphs (b) and (c) abovecover such tax liability, except for claims, damages costs or expenses resulting from the gross negligence or willful misconduct of the Accounting Firmexpenses. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder.