Common use of Underpayment and Overpayment Clause in Contracts

Underpayment and Overpayment. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that Gross-Up Payments that should have been made will not have been made by the Bank or First Financial Corporation ("Underpayment"), or that Gross-Up Payments will be made that should not have been made by the Bank or First Financial Corporation ("Overpayment"). If, after a Determination by the Accounting Firm, the Employee is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred. The Underpayment (together with any interest and penalties imposed by the Internal Revenue Service shall be paid promptly by the Bank or First Financial Corporation to or for the benefit of the Employee. If the amount of the Gross-Up Payments exceeds the amount necessary to reimburse the Employee for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made. The Overpayment shall be repaid promptly by the Employee. Provided that his expenses are reimbursed by the Bank or First Financial Corporation, the Employee shall cooperate with any reasonable requests by the Bank or First Financial Corporation in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.

Underpayment and Overpayment. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that Gross-Up Payments that should have been made will not have been made by the Bank or First Financial Corporation ("“Underpayment"”), or that Gross-Up Payments will be made that should not have been made by the Bank or First Financial Corporation ("“Overpayment"”). If, after a Determination by the Accounting Firm, the Employee is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred. The Underpayment (together with any interest and penalties imposed by the Internal Revenue Service shall be paid promptly by the Bank or First Financial Corporation to or for the benefit of the Employee. If the amount of the Gross-Up Payments exceeds the amount necessary to reimburse the Employee for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made. The Overpayment shall be repaid promptly by the Employee. Provided that his expenses are reimbursed by the Bank or First Financial Corporation, the Employee shall cooperate with any reasonable requests by the Bank or First Financial Corporation in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.

Underpayment and Overpayment. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that Gross-Up Payments that should have been made will not have been made by the Bank or First Unizan Financial Corporation Corp. ("Underpayment"), or that Gross-Up Payments will be made that should not have been made by the Bank or First Unizan Financial Corporation Corp. ("Overpayment"). If, after a Determination by the Accounting Firm, the Employee Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred. The Underpayment (together with any interest and penalties imposed by at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Service Code) shall be paid promptly by the Bank or First Unizan Financial Corporation Corp. to or for the benefit of the EmployeeExecutive. If the amount of the Gross-Up Payments Payment exceeds the amount necessary to reimburse the Employee Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made. The Overpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be repaid paid promptly by the Employee. Executive to or for the benefit of Unizan Financial Corp. Provided that his expenses are reimbursed by Unizan Financial Corp. or the Bank or First Financial CorporationBank, the Employee Executive shall cooperate with any reasonable requests by the Bank or First Unizan Financial Corporation Corp. in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.

Underpayment and Overpayment. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that Gross-Up Payments that should have been made will not have been made by the Bank or First Financial Corporation NewMil Bancorp, Inc. ("Underpayment"), or ------------ that Gross-Up Payments will be made that should not have been made by the Bank or First Financial Corporation NewMil Bancorp, Inc. ("Overpayment"). ----------- If, after a Determination by the Accounting Firm, the Employee Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred. The Underpayment (together with any interest and penalties imposed by at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Service Code) shall be paid promptly by the Bank or First Financial Corporation NewMil Bancorp, Inc. to or for the benefit of the EmployeeExecutive. If the amount of the Gross-Up Payments Payment exceeds the amount necessary to reimburse the Employee Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made. The Overpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be repaid paid promptly by the Employee. Executive to or for the benefit of NewMil Bancorp, Inc.. Provided that his expenses are reimbursed by the Bank NewMil Bancorp, Inc. or First Financial CorporationNewMil Bank, the Employee Executive shall cooperate with any reasonable requests by the Bank or First Financial Corporation NewMil Bancorp, Inc. in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.

Underpayment and Overpayment. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that Gross-Up Payments that should have been made will not have been made by the Bank or First Financial Corporation UNB Corp. ("Underpayment"), or that Gross-Up Payments will be made that should not have been made by the Bank or First Financial Corporation UNB Corp. ("Overpayment"). If, after a Determination by the Accounting Firm, the Employee Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred. The Underpayment (together with any interest and penalties imposed by at the rate provided in Section 1274(d)(2)(B) of the Internal Revenue Service Code) shall be paid promptly by the Bank or First Financial Corporation UNB Corp. to or for the benefit of the EmployeeExecutive. If the amount of the Gross-Up Payments Payment exceeds the amount necessary to reimburse the Employee Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made. The Overpayment (together with interest at the rate provided in Section 1274(d)(2)(B) of the Internal Revenue Code) shall be repaid paid promptly by the Employee. Executive to or for the benefit of UNB Corp. Provided that his expenses are reimbursed by UNB Corp. or the Bank or First Financial CorporationBank, the Employee Executive shall cooperate with any reasonable requests by the Bank or First Financial Corporation UNB Corp. in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.