Common use of Reductions Clause in Contracts

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this section, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section 280G of the Code or is subject to an excise tax under Section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 9, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 7, then the Employee Company shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the CompanyEmployee's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section 7872(f)(2section 7872 (f) (2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section 7872(f)(2section 7872 (f) (2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 9, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") ), or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In IN the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 4, then the Employee Company or the Surviving Corporation, as applicable, shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the CompanyEmployee's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company or the Surviving Corporation, as applicable, that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company or the Surviving Corporation, as applicable, could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company Company, the Surviving Corporation or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the CompanyCompany or the Surviving Corporation, as applicable, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company or the Surviving Corporation if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company or the Surviving Corporation, as applicable, to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 12, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he the Employee shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee Executive must be reduced under this sectionSection 7, then the Employee Executive shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee Executive that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee Executive that he shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee Executive to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the EmployeeExecutive, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property ---------- transfers to the Employee must be reduced under this sectionSection 7, then the Employee Company shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the CompanyEmployee's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section 7872(f)(2section 7872 (f) (2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section 7872(f)(2section 7872 (f) (2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 8, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 6, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections 280G and section 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee ▇▇. ▇▇▇▇▇▇▇▇ must be reduced under this sectionparagraph 10, then the Employee ▇▇. ▇▇▇▇▇▇▇▇ shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the CompanyBank's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company Bank that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company Bank could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company Bank or the Employee ▇▇. ▇▇▇▇▇▇▇▇ that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee ▇▇. ▇▇▇▇▇▇▇▇ that he shall repay to the CompanyBank, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee ▇▇. ▇▇▇▇▇▇▇▇ to the Company Bank if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company Bank to, or for the benefit of, the Employee▇▇. ▇▇▇▇▇▇▇▇, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 8, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section 7872(f)(2section 7872(f) (2) of the Code; provided, however, that no amount shall be payable by the Employee to of the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section sections 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section 7872(f)(2section 7872(f) (2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee ▇▇. ▇▇▇▇▇▇ must be reduced under this sectionparagraph 10, then the Employee ▇▇. ▇▇▇▇▇▇ shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the CompanyBank's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company Bank that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company Bank could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company Bank or the Employee ▇▇. ▇▇▇▇▇▇ that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee ▇▇. ▇▇▇▇▇▇ that he shall repay to the CompanyBank, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee ▇▇. ▇▇▇▇▇▇ to the Company Bank if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company Bank to, or for the benefit of, the Employee▇▇. ▇▇▇▇▇▇, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 7, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections 280G and section 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee Mr. Matson must be reduced under this sectionparagraph 10, then the Employee Mr. Matson shall direct in which order the payments or transfers are to be reduced▇▇ ▇▇▇▇▇▇d, but no change in the timing of any payment or transfer shall be made without the CompanyBank's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company Bank that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company Bank could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company Bank or the Employee Mr. Matson that the Auditors believe has a high probability of successprobabilit▇ ▇▇ ▇▇▇▇▇ss, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee Mr. Matson that he shall repay to the CompanyBank, together with interest at ▇▇ the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee Mr. Matson to the Company Bank if and to the extent that such payment would paym▇▇▇ ▇▇▇▇▇ not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company Bank to, or for the benefit of, the EmployeeMr. Matson, together with interest at the applicable federal rate specified ▇▇ecified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 5, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon on the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section 280G of the Code or is subject to an excise tax under Section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 9, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an the excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this section, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section 280G of the Code or is subject to an excise tax under Section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section 7872(f)(2) of the Code.the

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 9, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections 280G and Section 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could should have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he the Employee shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 8, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") ), or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In IN the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 9, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section 7872(f)(2section 7872(f) (2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section 7872(f)(2section 7872(f) (2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 5, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections 280G and section 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he the Employee shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee Sayward must be reduced under this sectionSection 9, then the Employee Sayward shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee Sayward that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee Sayward that he shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee Sayward to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the EmployeeSayward, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property ---------- transfers to the Employee must be reduced under this sectionSection 9, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional ------------ payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a ------------ deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment Under payment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionsubsection 1(e), then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections 280G and section 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "OverpaymentOVERPAYMENT") or that an additional payment that will not have been made by the Company could have been made (an "UnderpaymentUNDERPAYMENT"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section 280G of the Code or is subject to an excise tax under Section Under section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or ---------- property transfers to the Employee must be reduced under this sectionSection 9, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an ----------- additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, ------------ based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be -------- ------- payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee Executive must be reduced under this sectionsection 2, then the Employee Executive shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections 280G and section 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee Executive that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee Executive that he shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee Executive to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the EmployeeExecutive, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.. ***********************

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 8, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consentconsent except as provided above with respect to the limitation of section 162(m) of the Code. As a result of uncertainty in the application of Sections sections 162(m), 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section 7872(f)(2section 7872(f) (2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 162(m) or 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee must be reduced under this sectionSection 4, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections 280G and section 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he the Employee shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee you must be reduced under this sectionSection 10, then the Employee you shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's ’s consent. As a result of uncertainty in the application of Sections 280G and Section 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "“Overpayment"”) or that an additional payment that will not have been made by the Company could have been made (an "“Underpayment"”). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee you that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee you that he you shall repay to the Company, together with interest at the applicable federal rate specified in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee you to the Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section 280G of the Code or is subject to an excise tax under Section 4999 of the the- Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company toto you, or for the benefit of, the Employeeyour benefit, together with interest at the applicable federal rate specified in Section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property ---------- transfers to the Employee must be reduced under this sectionSection 9, then the Employee shall direct in which order the payments or transfers are to be reduced, but no change in the timing of any payment or transfer shall be made without the Company's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company that should not have been made (an "Overpayment") or that an additional payment that will not have been made ----------- by the Company could have been made (an "Underpayment"). In the event that ------------ the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that he shall repay to the Company, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the -------- ------- Company if and to the extent that such payment would not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to, or for the benefit of, the Employee, together with interest at the applicable federal rate specified in Section section 7872(f)(2) of the Code.

Reductions. If the amount of the aggregate payments or property transfers to the Employee Mr. Flynn must be reduced under this sectionparagraph 11, then the Employee shall Mr. ▇▇▇▇▇ ▇▇▇▇▇ direct in which order the payments or transfers are to be reduced▇▇ ▇▇▇▇▇▇d, but no change in the timing of any payment or transfer shall be made without the CompanyBank's consent. As a result of uncertainty in the application of Sections sections 280G and 4999 of the Code at the time of an initial determination by the Auditors hereunder, it is possible that a payment will have been made by the Company Bank that should not have been made (an "Overpayment") or that an additional payment that will not have been made by the Company Bank could have been made (an "Underpayment"). In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company Bank or the Employee Mr. Flynn that the Auditors believe has a high probability of success▇▇ ▇▇▇▇▇ss, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee Mr. Flynn that he shall repay to the CompanyBank, together with interest at the i▇▇▇▇▇▇▇ ▇▇ ▇▇▇ applicable federal rate specified in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee Mr. Flynn to the Company Bank if and to the extent that such payment would payme▇▇ ▇▇▇▇▇ not reduce the amount that is nondeductible under Section section 280G of the Code or is subject to an excise tax under Section section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company Bank to, or for the benefit of, the EmployeeMr. Flynn, together with interest at the applicable federal rate specified ▇▇▇▇ ▇▇ecified in Section section 7872(f)(2) of the Code.