Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. (a) This Section 23 shall apply if a change "in the ownership or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. (a) This Subject to the provisions of Section 28 hereof, this Section 23 shall apply if a change "in the ownership or effective control" of the Company Bank or "in the ownership of a substantial portion of the assets" of the Company Bank occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the CompanyBank, the Bank Company or any direct or indirect subsidiary or affiliate of the Company Bank to (or for the benefit of) the Executive, the Company Bank shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the CompanyBank, the Bank Company or any direct or indirect subsidiary or affiliate of the Company Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. (a) This Subject to the provisions of Section 28 hereof, this Section 23 shall apply if a change "in the ownership or effective control" of the Company Bank or "in the ownership of a substantial portion of the assets" of the Company Bank occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the CompanyBank, the Bank Company or any direct or indirect subsidiary or affiliate of the Company Bank to (or for the benefit of) the Executive, the Company Bank shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he she would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the CompanyBank, the Bank Company or any direct or indirect subsidiary or affiliate of the Company Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. (a) This Section 23 shall apply if a change "in the ownership or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he she would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or the Bank or "in the ownership of a substantial portion of the assets" of the Company occurs or the Bank within the meaning of section 280G of the Code. If this Section 23 section 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or the Bank or "in the ownership of a substantial portion of the assets" of the Company occurs or the Bank within the meaning of section 280G of the Code. If this Section 23 section 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- X = ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. Subject to Section 10.2 below, the Company shall indemnify and hold harmless each Series Seed-A Investor, Series Seed-B Investor and Series Seed-C Investor (aeach, an “Indemnified Investor”) This Section 23 shall apply if a change "from and against any additional tax (“Additional Tax”), levied on such Indemnified Investor by the relevant PRC tax authorities in the ownership connection with such Indemnified Investor’s sale of all or effective control" part of its respective Preferred Shares or any other shares of the Company or "converted therefrom (“Sold Shares”) that is considered by relevant PRC tax authorities as a kind of indirectly sale of the equity interest of the PRC Subsidiaries under the Circular of the State Administration of Taxation on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-Resident Enterprises (the “Circular 7”), which Additional Tax was the result of the tax base for such sale of Sold Shares determined by the relevant PRC tax authorities being less than such Indemnified Investor’s applicable Deemed Investment Amount (as defined below) of such Sold Shares due to the restructuring steps as set forth in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made Restructuring Plan approved by the Companyshareholders and the board of directors of Jimu Holdings Limited on December 1, 2017. For the avoidance of doubt, the Bank or any direct or indirect subsidiary or affiliate aggregate amount of such tax indemnification liabilities of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount any Indemnified Investor with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum sale of the highest effective marginal rates Sold Shares shall not exceed the amount determined as set forth below: The maximum amount of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate such liabilities of the Company is required to withhold any Indemnified Investor with respect to the sale of the Sold Shares = (the applicable Deemed Investment Amount of such tax, or (ii) the date Indemnified Investor with respect to such Sold Shares - the tax is required to be paid base for the sale of the Sold Shares determined by the Executiverelevant PRC tax authorities) * the applicable tax rate For the purpose of this Agreement, the applicable “Deemed Investment Amount” for any Indemnified Investor with respect to the sale of the Sold Shares means the product obtained by multiplying the number of the Sold Shares (calculated respectively for each class or series of the Sold Shares) by the applicable Preferred Share Deemed Issue Price (as defined in the Restated Articles) of such Sold Shares.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "benefits described in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive9(b), the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- -------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 13; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. With respect to any payment in the nature Code; and (iii) that no portion of such payments is reasonable compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made services rendered prior to the Executive on the earlier Executive's termination of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executiveemployment.

Tax Indemnification. (aA) This Upon the exercise of any option to purchase Shares subject to the Escrow Agreement, the Company agrees to pay to Odzer an amount equal to the additional federal, state and local taxes to which Odzer will be subject if the income recognized by Odzer upon the exercise of an option to purchase any Shares subject to the Escrow Agreement (or any additional shares which become subject to the Escrow Agreement pursuant to the provisions of Section 23 shall apply if a change "in the ownership or effective control" 9 of the Company or Form Option Agreement) is taxable to Odzer at a rate higher than the rate that would have been applicable if the gain had been characterized as and taxable as a "in the ownership of a substantial portion capital gain" and not as "ordinary income". The amount of the assets" payment which Odzer will be entitled to receive from the Company and which the Company will be obligated to pay Odzer pursuant to this Section 1.(A) upon each exercise of an option to purchase Shares will be equal to the product of the Company occurs within (i) amount of income recognized or to be recognized by Odzer upon each exercise of an option to purchase Shares (ii) multiplied by the meaning difference between the maximum statutory rate of section 280G tax to which Odzer is or would be subject on ordinary income and the maximum statutory rate of tax to which Odzer is or would be subject on capital gains for the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive option is exercised (determined separately for each federal, state and local income tax to which Odzer is or may become subject). In addition, to the extent that a payment or right to payment under this Section 1 is included or subject to inclusion in Odzer's income for income tax purposes, the amount of the payment shall be liable "grossed" up for the payment of an excise the income tax under section 4999 payable in respect of the Code with payment and in respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for gross up so that the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 Odzer of the Code; P = the amount with respect all payments to which such excise tax he is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment entitled under this Section 23 1 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 "after tax" basis. The amount of the Code had been imposed. With respect payment to any payment in the nature of compensation that is made to (or which Odzer will be entitled for the benefit of) indemnification and "gross up" to compensate Odzer for the Executive under differential between the terms of this Agreement or otherwise capital gains and on which an excise ordinary income tax under section 4999 of the Code rates will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.calculated as follows:

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive’s employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveAdditional Termination Entitlements, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the “Tax Indemnity Payment”). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where where: E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 16; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the “Tax Advisor”) and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a “280G Change of Control”); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are “parachute payments” within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. With respect to any payment in the nature Code; and (iii) that no portion of such payments is reasonable compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made services rendered prior to the Executive on the earlier Executive’s termination of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executiveemployment.

Tax Indemnification. (a) This Section 23 shall apply if a change "in the ownership or effective control" Each of the Company Stockholders hereby agrees to indemnify and hold Acquisition Sub and ARC harmless from, and to reimburse Acquisition Sub and ARC for, any Tax Indemnity Claim. For purposes of this Agreement, the term "Tax Indemnity Claim" shall mean any tax, penalty and interest ("Taxes") imposed on ARC or "in the ownership of Acquisition Sub by any taxing authority as a substantial portion result of the assets" of the Company occurs Merger failing to qualify as a tax-free reorganization within the meaning of section 280G Section 368(a) of the CodeCode and all costs and expenses of Acquisition Sub or ARC (including, without limitation, all reasonable fees and disbursements of counsel) related to addressing or contesting such Taxes. If The provisions of Sections 11.3 and 11.4 shall apply to all Tax Indemnity Claims to the same extent as if the term Tax Indemnity Claim were substituted for the term Acquisition Sub Indemnity Claim (or their respective plurals) throughout such sections; provided, however, that the Stockholders shall not be entitled to settle, either administratively or after commencement of litigation, any Tax Indemnity Claim that would adversely affect the tax liabilities of ARC or Acquisition Sub for any taxable period ending after the Effective Time without the prior written consent of ARC. Notwithstanding the foregoing, any Tax Indemnity Claim shall be payable by the Stockholders only in the event, and to the extent, that the amount of the Tax Indemnity Claim exceeds $50,000. The provisions of this Section 23 applies11.7 shall survive until the 180th day after the sixth anniversary of the Closing Date, then except with respect to Tax Indemnity Claims related to any taxable year period for which the applicable statute of limitations has been extended or waived beyond such date, in which case these provisions shall survive until the Executive shall be liable for 90th day after the payment expiration of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank such extension or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executivewaiver.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveAdditional Termination Entitlements, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal (the "Tax Indemnity Payment") intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- X = ________________________________________ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2315; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of Section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 meaning of Section 280G of the Code had been imposed. With respect to any payment in the nature Code; and (iii) that no portion of such payments is reasonable compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made services rendered prior to the Executive on the earlier Executive's termination of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executiveemployment.

Tax Indemnification. (a) This Section 23 shall apply if a change "If Xx. Xxxxxx'x employment terminates under circumstances entitling him (or in the ownership event of his death, his estate) to the payments or effective control" of benefits under Section 11(b), the Company or "the Bank shall pay to Xx. Xxxxxx (or in the ownership event of a substantial portion his death, his estate) an additional amount intended to indemnify him against the financial effects of the assets" of the Company occurs within the meaning of excise tax imposed on excess parachute payments under section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section and 4999 of the Code with respect to any payment in (the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company "Tax Indemnity Payment"). The Tax Indemnity Payment shall pay to the Executive an amount equal to X be determined under the following formula: X = E x P ------------------------------------------------- 1 X 0 - [(FI XX x (1 0 - SLIXXX)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2314; FI = the highest effective marginal rate of income tax applicable to the Executive Xx. Xxxxxx under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive Xx. Xxxxxx under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive Xx. Xxxxxx under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company or the Bank by an attorney or a firm of independent certified public accountants selected by Xx. Xxxxxx and reasonably satisfactory to fully indemnify the Executive Company (the "Tax Advisor") and shall be based on an after-tax basis so the following assumptions: (i) that the Executive would be a change in ownership, a change in effective ownership or control, or a change in the same after-tax financial position in which he would have been if no excise tax under ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 4999 280G of the Code had been imposed. With respect to any payment in the nature (a "280G Change of compensation Control"); (ii) that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any all direct or indirect subsidiary payments made to or affiliate benefits conferred upon Xx. Xxxxxx on account of his termination of employment are "parachute payments" within the meaning of section 280G of the Company Code; and (iii) that no portion of such payments is required reasonable compensation for services rendered prior to withhold such tax, or (ii) the date the tax is required to be paid by the ExecutiveXx. Xxxxxx'x termination of employment.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveSeverance Benefits, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Internal Revenue Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- --------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Internal Revenue Code ("Code"); P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 7.1; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. With respect to any payment in the nature Code; and (iii) that no portion of such payments is reasonable compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made services rendered prior to the Executive on the earlier Executive's termination of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executiveemployment.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Holding Company or the Association or "in the ownership of a substantial portion of the assets" of the Holding Company occurs or the Association within the meaning of section 280G of the Code. If this Section 23 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Holding Company, the Bank Association or any direct or indirect subsidiary or affiliate of the Holding Company or the Association to (or for the benefit of) the Executive, the Holding Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- X = ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(asection 12(a) shall be made to the Executive on the earlier of (i) the date the Holding Company, the Bank Association or any direct or indirect subsidiary or affiliate of the Holding Company or the Association is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. (ai)The Credit Parties shall jointly and severally indemnify(d) This Section 23 shall apply if each Recipient within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a change "in payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the ownership relevant Governmental Authority. A certificate as to the amount of any such payment or effective control" of liability delivered to the Company Borrower by a Lender (with a copy to the Administrative Agent), or "in by the ownership Administrative Agent on its own behalf or on behalf of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 appliesLender, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company conclusive absent manifest error. Each Lender shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully severally indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to Administrative Agent within(ii) ten (or 10) Business Days after demand therefor, for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) any Indemnified Taxes attributable to such Lender (but only to the date extent that any Credit Party has not already indemnified the Company, Administrative Agent for such Indemnified Taxes and without limiting the Bank or any direct or indirect subsidiary or affiliate obligation of the Company is required Credit Parties to withhold such taxdo so), or (ii) any Taxes attributable to such Lender’s failure to comply with the date provisions of Section 11.5(d) relating to the tax is required maintenance of a Participant Register and (iii) any Excluded Taxes attributable to be such Lender, in each case, that are payable or paid by the ExecutiveAdministrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (ii).

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveAdditional Termination Entitlements, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: E X = E x P ------------------------------------------------- 1 - [(FI X= -------------------------------- 1-[(F1 x (1 - 1-SLI)) + SLI + E + M] where E = E= the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = P= the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 17; FI = FI= the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = SLI= the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = M= the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. With respect to any payment in the nature Code; and (iii) that no portion of such payments is reasonable compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made services rendered prior to the Executive on the earlier Executive's termination of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executiveemployment.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Holding Company or the Bank or "in the ownership of a substantial portion of the assets" of the Holding Company occurs or the Bank within the meaning of section 280G of the Code. If this Section 23 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank to (or for the benefit of) the Executive, the Holding Company shall pay to the Executive an amount equal to X X, determined under the following formula: X = E x P ------------------------------------------------- -------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(asection 12(a) shall be made to the Executive on the earlier of (i) the date the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or the Commercial Bank or "in the ownership of a substantial portion of the assets" of the Company occurs or the Commercial Bank within the meaning of section 280G of the Code. If this Section 23 section 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Commercial Bank or any direct or indirect subsidiary or affiliate of the Company or the Commercial Bank to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Commercial Bank or any direct or indirect subsidiary or affiliate of the Company or the Commercial Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. (a) This Section 23 shall apply if a change "in the ownership or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive's employment terminates following a Change of Control (as defined in Section 11) and is entitled to the benefits described in section 11(b), the Company shall pay to the Executive (or in the event of her death, her estate) an additional amount equal intended to X indemnify her against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of her termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. With respect to any payment in the nature Code; and (iii) that no portion of such payments is reasonable compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made services rendered prior to the Executive on the earlier Executive's termination of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executiveemployment.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Holding Company or the Bank or "in the ownership of a substantial portion of the assets" of the Holding Company occurs or the Bank within the meaning of section 280G of the Code. If this Section 23 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank to (or for the benefit of) the Executive, the Holding Company shall pay to the Executive an amount equal to X X, determined under the following formula: X = E x P ------------------------------------------------- ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(asection 12(a) shall be made to the Executive on the earlier of (i) the date the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change in Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or the Bank or "in the ownership of a substantial portion of the assets" of the Company occurs or the Bank within the meaning of section 280G of the Code. If this Section 23 section 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank Company or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- X= ---------------------------------------------- 1 - [(FI x (1 - 1-SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any The Company will guarantee the payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposedtax indemnification provided pursuant to section 12(a) of the Executive's employment agreement with the Bank. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, the Executive's employment agreement with the Bank, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(asection 12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveSeverance Benefits, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Internal Revenue Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- -------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Internal Revenue Code ("Code"); P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 7.1; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. With respect to any payment in the nature Code; and (iii) that no portion of such payments is reasonable compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made services rendered prior to the Executive on the earlier Executive's termination of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executiveemployment.

Tax Indemnification. (a) This Section 23 shall apply if a change "If Xx. Xxxxxxxx'x employment terminates under circumstances entitling him (or in the ownership event of his death, his estate) to the payments or effective control" of benefits under Section 11(b), the Company or "the Bank shall pay to Xx. Xxxxxxxx (or in the ownership event of a substantial portion his death, his estate) an additional amount intended to indemnify him against the financial effects of the assets" of the Company occurs within the meaning of excise tax imposed on excess parachute payments under section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section and 4999 of the Code with respect to any payment in (the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company "Tax Indemnity Payment"). The Tax Indemnity Payment shall pay to the Executive an amount equal to X be determined under the following formula: X = E x P ------------------------------------------------- 1 X 0 - [(FI XX x (1 0 - SLIXXX)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2314; FI = the highest effective marginal rate of income tax applicable to the Executive Xx. Xxxxxxxx under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive Xx. Xxxxxxxx under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and an M = the highest marginal rate of Medicare tax applicable to the Executive Xx. Xxxxxxxx under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company or the Bank by an attorney or a firm of independent certified public accountants selected by Xx. Xxxxxxxx and reasonably satisfactory to fully indemnify the Executive Company (the "Tax Advisor") and shall be based on an after-tax basis so the following assumptions: (i) that the Executive would be a change in ownership, a change in effective ownership or control, or a change in the same after-tax financial position in which he would have been if no excise tax under ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 4999 280G of the Code had been imposed. With respect to any payment in the nature (a "280G Change of compensation Control"); (ii) that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any all direct or indirect subsidiary payments made to or affiliate benefits conferred upon Xx. Xxxxxxxx on account of his termination of employment are "parachute payments" within the meaning of section 280G of the Company Code; and (iii) that no portion of such payments is required reasonable compensation for services rendered prior to withhold such tax, or (ii) the date the tax is required to be paid by the ExecutiveXx. Xxxxxxxx'x termination of employment.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveAdditional Termination Entitlements, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- X = -------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 20; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. With respect to any payment in the nature Code; and (iii) that no portion of such payments is reasonable compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made services rendered prior to the Executive on the earlier Executive's termination of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executiveemployment.

Tax Indemnification. The Employers shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (aincluding without limitation, reasonable attorney’s fees, reasonable accountant’s fees, interest, fines and penalties of any kind) This Section 23 shall apply if which the Executive incurs as a change "in the ownership result of any administrative or effective control" judicial review of the Company or "in the ownership of a substantial portion Executive’s liability under Section 4999 of the assets" Code by the Internal Revenue Service or any comparable state agency through and including a final judicial determination or final administrative settlement of any dispute arising out of the Company occurs within Executive’s liability for the meaning Excise Tax or otherwise relating to the classification for purposes of section Section 280G of the Code. If this Section 23 applies, then with respect to Code of any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any Covered Benefits or other payment or benefit in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay provided to the Executive an amount equal to X determined under by the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = Employers or any affiliate. The Executive shall promptly notify the rate at Employers in writing whenever the Executive receives notice of the commencement of any judicial or administrative proceeding, formal or informal, in which the excise federal tax is assessed treatment under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposedof any amount paid or payable under this Agreement or otherwise is being reviewed or is in dispute (including a notice of audit or other inquiry concerning the reporting of the Executive’s liability under Section 4999). With The Employers may assume control at their expenses over all legal and account matters pertaining to such federal or state tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to the Covered Benefits or other payment or benefit in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made provided to the Executive on by the earlier Employers) and the Executive shall cooperate fully with the Employers in any such proceeding. The Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Employers may have in connection therewith without prior consent of (i) the date Employers. In the Companyevent that the Employers elect not to assume all control over such matters, the Bank or any direct or indirect subsidiary or affiliate Employers shall promptly reimburse the Executive for all expenses related thereto as and when incurred upon presentation of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executiveappropriate documentation relating thereto.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change in Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or the Bank or "in the ownership of a substantial portion of the assets" of the Company occurs or the Bank within the meaning of section 280G of the Code. If this Section 23 section 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank Company or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- X= ---------------------------------------------- 1 - [(FI x (1 - 1-SLI)) + SLI + E + M] where E = E= the rate at which the excise tax is assessed under section 4999 of the Code; P = P= the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = FI= the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = SLI= the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = M= the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any The Company will guarantee the payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposedtax indemnification provided pursuant to section 12(a) of the Executive's employment agreement with the Bank. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, the Executive's employment agreement with the Bank, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(asection 12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. (a) This Section 23 shall apply if a change "If Xx. Xxxxxx'x employment terminates under circumstances entitling him (or in the ownership event of his death, his estate) to the payments or effective control" of benefits under Section 11(b), the Company or "the Bank shall pay to Xx. Xxxxxx (or in the ownership event of a substantial portion his death, his estate) an additional amount intended to indemnify him against the financial effects of the assets" of the Company occurs within the meaning of excise tax imposed on excess parachute payments under section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section and 4999 of the Code with respect to any payment in (the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company "Tax Indemnity Payment"). The Tax Indemnity Payment shall pay to the Executive an amount equal to X be determined under the following formula: X = E x X P ------------------------------------------------- ------------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = E= the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2314; FI = the highest effective marginal rate of income tax applicable to the Executive Xx. Xxxxxx under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive Xx. Xxxxxx under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive Xx. Xxxxxx under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company or the Bank by an attorney or a firm of independent certified public accountants selected by Xx. Xxxxxx and reasonably satisfactory to fully indemnify the Executive Company (the "Tax Advisor") and shall be based on an after-tax basis so the following assumptions: (i) that the Executive would be a change in ownership, a change in effective ownership or control, or a change in the same after-tax financial position in which he would have been if no excise tax under ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 4999 280G of the Code had been imposed. With respect to any payment in the nature (a "280G Change of compensation Control"); (ii) that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any all direct or indirect subsidiary payments made to or affiliate benefits conferred upon Xx. Xxxxxx on account of his termination of employment are "parachute payments" within the meaning of section 280G of the Company Code; and (iii) that no portion of such payments is required reasonable compensation for services rendered prior to withhold such tax, or (ii) the date the tax is required to be paid by the ExecutiveXx. Xxxxxx'x termination of employment.

Tax Indemnification. (a) This Section 23 shall apply if a change "If Xx. Xxxxxxxx'x employment terminates under circumstances entitling him (or in the ownership event of his death, his estate) to the payments or effective control" of benefits under Section 11(b), the Company or "the Bank shall pay to Xx. Xxxxxxxx (or in the ownership event of a substantial portion his death, his estate) an additional amount intended to indemnify him against the financial effects of the assets" of the Company occurs within the meaning of excise tax imposed on excess parachute payments under section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section and 4999 of the Code with respect to any payment in (the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company "Tax Indemnity Payment"). The Tax Indemnity Payment shall pay to the Executive an amount equal to X be determined under the following formula: X = E x X P ------------------------------------------------- ------------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2314; FI = the highest effective marginal rate of income tax applicable to the Executive Xx. Xxxxxxxx under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive Xx. Xxxxxxxx under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive Xx. Xxxxxxxx under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company or the Bank by an attorney or a firm of independent certified public accountants selected by Xx. Xxxxxxxx and reasonably satisfactory to fully indemnify the Executive Company (the "Tax Advisor") and shall be based on an after-tax basis so the following assumptions: (i) that the Executive would be a change in ownership, a change in effective ownership or control, or a change in the same after-tax financial position in which he would have been if no excise tax under ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 4999 280G of the Code had been imposed. With respect to any payment in the nature (a "280G Change of compensation Control"); (ii) that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any all direct or indirect subsidiary payments made to or affiliate benefits conferred upon Xx. Xxxxxxxx on account of his termination of employment are "parachute payments" within the meaning of section 280G of the Company Code; and (iii) that no portion of such payments is required reasonable compensation for services rendered prior to withhold such tax, or (ii) the date the tax is required to be paid by the ExecutiveXx. Xxxxxxxx'x termination of employment.

Tax Indemnification. (a) This Section 23 shall apply if a change "If Xx. Xxxxx'x employment terminates under circumstances entitling him (or in the ownership event of his death, his estate) to the payments or effective control" of benefits under Section 11(b), the Company or "the Bank shall pay to Xx. Xxxxx (or in the ownership event of a substantial portion his death, his estate) an additional amount intended to indemnify him against the financial effects of the assets" of the Company occurs within the meaning of excise tax imposed on excess parachute payments under section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section and 4999 of the Code with respect to any payment in (the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company "Tax Indemnity Payment"). The Tax Indemnity Payment shall pay to the Executive an amount equal to X be determined under the following formula: X = E x X P ------------------------------------------------- -------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2314; FI = the highest effective marginal rate of income tax applicable to the Executive Xx. Xxxxx under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive Xx. Xxxxx under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive Xx. Xxxxx under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company or the Bank by an attorney or a firm of independent certified public accountants selected by Xx. Xxxxx and reasonably satisfactory to fully indemnify the Executive Company (the "Tax Advisor") and shall be based on an after-tax basis so the following assumptions: (i) that the Executive would be a change in ownership, a change in effective ownership or control, or a change in the same after-tax financial position in which he would have been if no excise tax under ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 4999 280G of the Code had been imposed. With respect to any payment in the nature (a "280G Change of compensation Control"); (ii) that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any all direct or indirect subsidiary payments made to or affiliate benefits conferred upon Xx. Xxxxx on account of his termination of employment are "parachute payments" within the meaning of section 280G of the Company Code; and (iii) that no portion of such payments is required reasonable compensation for services rendered prior to withhold such tax, or (ii) the date the tax is required to be paid by the ExecutiveXx. Xxxxx'x termination of employment.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveAdditional Termination Entitlements, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 16; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. With respect to any payment in the nature Code; and (iii) that no portion of such payments is reasonable compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made services rendered prior to the Executive on the earlier Executive's termination of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executiveemployment.

Tax Indemnification. (a) This Section 23 section 12 shall apply if the Executive's employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 section 12 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank Company or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- X = ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank Company or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. If the compensation, benefits, payment accelerations, share option acceleration, appreciation rights or loan forgiveness received by an employee of Merry Land who will receive a Severance Payment (aas to each such employee or director, the "Payments") This Section 23 shall apply if a change "in will be subject to the ownership or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section imposed by Section 4999 of the Code and any successor provision, or any comparable provision of state or local tax law (collectively, "Section 4999"), or any interest, penalty or addition to tax will be incurred by such persons with respect to such excise tax (such excise tax, together with any such interest, penalty or addition to tax being referred to herein as the "Excise Tax"), then, those employees of Merry Land who will receive Severance Payments shall receive an additional cash payment (a "Gross-Up Payment") in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal such that after the payment by such employee of Merry Land of all taxes, interest, penalties, and additions to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount imposed with respect to which the Gross-Up Payment (including, without limitation, any income tax, employment tax payable by the employee and Excise Tax imposed upon the Gross-Up Payment), such excise tax is assessedemployee of Merry Land retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such Payments; provided, determined without regard however, that in no event shall the aggregate amount of Gross-Up Payments paid in accordance with this Section 5.11 exceed $16,250,000 and in no event shall the aggregate payments made to any individual pursuant to this Section 23; FI = 5.11 exceed the highest effective marginal rate Gross-Up Payment (i.e., the amount necessary to offset the amount of income tax applicable the Excise Tax). Schedule 5.11 to the Executive under Merry Land Disclosure Letter sets forth the Code for name of each individual who shall be entitled to a Gross-Up Payment pursuant to this Section 5.11, as well as the taxable year in question (taking into account any phaseestimated amount of each such Gross-out or loss of deductionsUp Payment. In calculating the Gross-Up Payment, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of each Gross-Up Payment recipient will be deemed to pay Federal income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = taxes at the highest marginal rate of Medicare tax applicable to Federal income taxation as of the Executive under the Code for the taxable year in question. Attached as Appendix A which the Gross-Up Payment is to this Agreement is an example that illustrates application be made and state and local taxes at the highest marginal rate of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be taxation in the same after-tax financial position in which he would have been if no excise tax under section 4999 state or locality of the Code had been imposed. With respect to any payment in the nature Gross-Up Payment recipient's state of compensation that is made to (or for the benefit of) the Executive under the terms residence as of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the CompanyEffective Time occurs, the Bank or any direct or indirect subsidiary or affiliate net of the Company is required to withhold such tax, or (ii) maximum reduction in Federal income taxes which could be obtained from deducting the date state and local taxes if paid in the tax is required to be paid by year in which the Executive.Effective Time occurs. 5.12

Tax Indemnification. (a) This Section 23 15 shall apply if Executive's employment is terminated upon or following (i) a Change in Control (as defined in Section 14 of this Agreement); or (ii) a change "in the ownership or effective control" of the Holding Company or the Bank or "in the ownership of a substantial portion of the assets" of the Holding Company occurs or the Bank within the meaning of section Section 280G of the Code. If this Section 23 15 applies, then with respect to then, if for any taxable year in which the year, Executive shall be liable for the payment of an excise tax under section Section 4999 of the Code with respect to any payment in the nature of compensation made by the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank to (or for the benefit of) the Executive, the Holding Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2315; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section Section 4999 of the Code will be assessed, the payment determined under this Section 23(a15(a) shall be made to the Executive on the earlier of (i) the date the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. If the compensation, benefits, payment accelerations, share option acceleration, appreciation rights or loan forgiveness received by an employee of Merry Land who will receive a Severance Payment (aas to each such employee or director, the "Payments") This Section 23 shall apply if a change "in will be subject to the ownership or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section imposed by Section 4999 of the Code and any successor provision, or any comparable provision of state or local tax law (collectively, "Section 4999"), or any interest, penalty or addition to tax will be incurred by such persons with respect to such excise tax (such excise tax, together with any such interest, penalty or addition to tax being referred to herein as the "Excise Tax"), then, those employees of Merry Land who will receive Severance Payments shall receive an additional cash payment (a "Gross-Up Payment") in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal such that after the payment by such employee of Merry Land of all taxes, interest, penalties, and additions to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount imposed with respect to which the Gross-Up Payment (including, without limitation, any income tax, employment tax payable by the employee and Excise Tax imposed upon the Gross-Up Payment), such excise tax is assessedemployee of Merry Land retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such Payments; provided, determined without regard however, that in no event shall the aggregate amount of Gross-Up Payments paid in accordance with this Section 5.11 exceed $16,250,000 and in no event shall the aggregate payments made to any individual pursuant to this Section 23; FI = 5.11 exceed the highest effective marginal rate Gross-Up Payment (i.e., the amount necessary to offset the amount of income tax applicable the Excise Tax). Schedule 5.11 to the Executive under Merry Land Disclosure Letter sets forth the Code for name of each individual who shall be entitled to a Gross-Up Payment pursuant to this Section 5.11, as well as the taxable year in question (taking into account any phaseestimated amount of each such Gross-out or loss of deductionsUp Payment. In calculating the Gross-Up Payment, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of each Gross-Up Payment recipient will be deemed to pay Federal income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = taxes at the highest marginal rate of Medicare tax applicable to Federal income taxation as of the Executive under the Code for the taxable year in question. Attached as Appendix A which the Gross-Up Payment is to this Agreement is an example that illustrates application be made and state and local taxes at the highest marginal rate of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be taxation in the same after-tax financial position in which he would have been if no excise tax under section 4999 state or locality of the Code had been imposed. With respect to any payment in the nature Gross-Up Payment recipient's state of compensation that is made to (or for the benefit of) the Executive under the terms residence as of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the CompanyEffective Time occurs, the Bank or any direct or indirect subsidiary or affiliate net of the Company is required to withhold such tax, or (ii) maximum reduction in Federal income taxes which could be obtained from deducting the date state and local taxes if paid in the tax is required to be paid by year in which the ExecutiveEffective Time occurs.

Tax Indemnification. (a) This Section 23 section 12 shall apply if Executive's employment is terminated upon or following (i) a Change of Control (as defined in section 11 of this Agreement); or (ii) a change "in the ownership or effective control" of the Company or the Bank or "in the ownership of a substantial portion of the assets" of the Company occurs or the Bank within the meaning of section 280G of the Code. If this Section 23 section 12 applies, then with respect to then, if for any taxable year in which the year, Executive shall be liable for the payment of an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended ("Code") with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank to (or for the benefit of) the Executive, it shall be the sole obligation and responsibility of the Company shall to pay to the Executive an amount equal to X X, determined under the following formula: X = E x P ------------------------------------------------- --------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 12; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section sec tion 4999 of the Code will be assessed, the payment determined under this Section 23(asection 12(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. (a) This Section 23 shall apply if a change "If the Executive's employment terminates under circumstances entitling him (or in the ownership or effective control" event of his death, his estate) to the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then with respect to any taxable year in which the Executive shall be liable for the payment of an excise tax under section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or for the benefit of) the ExecutiveAdditional Termination Entitlements, the Company shall pay to the Executive (or in the event of his death, his estate) an additional amount equal intended to X indemnify him against the financial effects of the excise tax imposed on excess parachute payments under section 280G of the Code (the "Tax Indemnity Payment"). The Tax Indemnity Payment shall be determined under the following formula: X = E x P ------------------------------------------------- ----------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the percentage rate at which the an excise tax is assessed under section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 16; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = SLI= the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 Such computation shall be adjusted so as made at the expense of the Company by an attorney or a firm of independent certified public accountants selected by the Executive and reasonably satisfactory to fully indemnify the Company (the "Tax Advisor") and shall be based on the following assumptions: (i) that a change in ownership, a change in effective ownership or control, or a change in the ownership of a substantial portion of the assets, of the Bank or the Company has occurred within the meaning of section 280G of the Code (a "280G Change of Control"); (ii) that all direct or indirect payments made to or benefits conferred upon the Executive on an after-tax basis so that account of his termination of employment are "parachute payments" within the Executive would be in the same after-tax financial position in which he would have been if no excise tax under meaning of section 4999 280G of the Code had been imposed. With respect to any payment in the nature Code; and (iii) that no portion of such payments is reasonable compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made services rendered prior to the Executive on the earlier Executive's termination of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executiveemployment.

Tax Indemnification. (a) This Section 23 section 16 shall apply if the Executive’s employment is terminated upon or following (i) a Change of Control (as defined in section 15 of this Agreement); or (ii) a change "“in the ownership or effective control" ” of the Company or "the Bank or “in the ownership of a substantial portion of the assets" ” of the Company occurs or the Bank within the meaning of section Section 280G of the Code. If this Section 23 section 16 applies, then with respect to then, if for any taxable year in which year, the Executive shall be liable for the payment of an excise tax under section Section 4999 of the Code with respect to any payment in the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank to (or for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] X where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 23section 16; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section Section 4999 of the Code will be assessed, the payment determined under this Section 23(a16(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive; or (iii) within 2 1/2 months following the end of the taxable year of the Executive or the Company, whichever is longer, in which the termination event occurs.

Tax Indemnification. (a) This Section 23 16 shall apply if Executive's employment is terminated upon or following (i) a Change in Control (as defined in Section 15 of this Agreement); or (ii) a change "in the ownership or effective control" of the Holding Company or the Bank or "in the ownership of a substantial portion of the assets" of the Holding Company occurs or the Bank within the meaning of section Section 280G of the Code. If this Section 23 16 applies, then with respect to then, if for any taxable year in which the year, Executive shall be liable for the payment of an excise tax under section Section 4999 of the Code with respect to any payment in the nature of compensation made by the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank to (or for the benefit of) the Executive, the Holding Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- ------------------------------------ 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 2315; FI = the highest effective marginal rate of income tax applicable to the Executive under the Code for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments)question; and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application of this Section 23. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement Agreement, or otherwise otherwise, and on which an excise tax under section Section 4999 of the Code will be assessed, the payment determined under this Section 23(a16(a) shall be made to the Executive on the earlier of (i) the date the Holding Company, the Bank or any direct or indirect subsidiary or affiliate of the Holding Company or the Bank is required to withhold such tax, or (ii) the date the tax is required to be paid by the Executive.

Tax Indemnification. (a) This Section 23 shall apply if a change "in During the ownership Indemnification Period (or effective control" of the Company or "in the ownership of a substantial portion of the assets" of the Company occurs within the meaning of section 280G of the Code. If this Section 23 applies, then thereafter solely with respect to any claim for indemnification for which notice has been given prior to the expiration of the Indemnification Period, each of the Stockholders, TCC and TCLP hereby agrees, jointly and severally, to indemnify and hold harmless Western and its Affiliates from and against (i) all liability for Taxes of TIM, xxe Partnership, the Stockholders, TCC and TCLP (including any liability for Taxes by reason of such Person's or the Partnership being included in a Federal or state consolidated, combined or unitary return) attributable to a taxable year period ending before or on the Effective Date (including any Tax liabilities resulting from the transactions contemplated by this Agreement), and the portion of any taxable period that includes (but does not end on) such day (in the case of a taxable period that includes (but does not end on) the Effective Date, the portion of the Tax for which the Executive Stockholders, TCC or TCLP shall be liable shall be calculated by multiplying the Tax for the payment entire period by a fraction, the numerator of an excise tax which shall be the number of days during such period prior to the Effective Date and the denominator of which shall be the total number of days during such period) and, in the case of any liability arising under section 4999 Treasury Regulation Section 1.1502-6(a) (or any corresponding provision of state or local law), attributable to any taxable period beginning before the Code Effective Date, and amounts payable after the Effective Date with respect to liability for Taxes arising before the Effective Date pursuant to any payment in written or unwritten agreement entered into before the nature of compensation made by the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company to (or Effective Date for the benefit of) the Executive, the Company shall pay to the Executive an amount equal to X determined under the following formula: X = E x P ------------------------------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + M] where E = the rate at which the excise tax is assessed under section 4999 allocation or payment of the Code; P = the amount or with respect to which Tax liabilities or benefits ("Tax Sharing Arrangements"; such excise tax is assessed, determined without regard to this Section 23; FI = amounts being included in the highest effective marginal rate definition of income tax applicable to the Executive under the Code "Taxes" for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); SLI = the sum of the highest effective marginal rates of income tax applicable to the Executive under all applicable state and local laws for the taxable year in question (taking into account any phase-out or loss of deductions, personal exemptions and other similar adjustments); and M = the highest marginal rate of Medicare tax applicable to the Executive under the Code for the taxable year in question. Attached as Appendix A to this Agreement is an example that illustrates application purposes of this Section 237.03), to the extent such Taxes, in the aggregate, exceed the reserve therefor on the Effective Date Balance Sheets and (ii) any liability for out-of-pocket fees, costs and expenses (including reasonable attorney's fees) arising out of or incident to any Tax indemnified hereunder. If any amount for which each of the Stockholders, TCC or TCLP is to indemnify Western and its Affiliates (including the Surviving Corporation) pursuant to the immediately preceding sentence is, subject to the Stockholders', TCC's or TCLP's rights under Section 7.03(b), determined to be payable (whether as a payment of estimated tax or otherwise) after the Effective Date, the Stockholders, TCC and TCLP shall pay or cause to be paid to Western such amount no later than the later of (A) five (5) Business Days after Western gives notice to the Stockholders of both the amount due and the date such amount is due and payable (the "Due Date") and (B) three (3) Business Days before the Due Date. Amounts described in clause (ii) shall be reimbursed as incurred. Any payment under this Section 23 shall be adjusted so as to fully indemnify the Executive on an after-tax basis so that the Executive would be in the same after-tax financial position in which he would have been if no excise tax under section 4999 of the Code had been imposed. With respect to any payment in the nature of compensation that is made to (or for the benefit of) the Executive under the terms of this Agreement or otherwise and on which an excise tax under section 4999 of the Code will be assessed, the payment determined under this Section 23(a) shall be made to the Executive on the earlier of (i) the date the Company, the Bank or any direct or indirect subsidiary or affiliate of the Company is required to withhold such tax, or (ii) the date the tax is required to be paid made hereunder and not made at the time specified in the preceding two sentences shall bear interest at the prime rate of The Toronto-Dominion Bank as in effect from time to time or such higher rate actually payable by the Executive.indemnified party on the delayed payment of the Taxes being indemnified, calculated from the date such payment was required to be made hereunder to the date such payment is actually received by the indemnified party. "