Common use of Mandatory Reduction of Payments in Certain Events Clause in Contracts

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, Tax to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunderIn that event, if applicable, cash payments shall be made by modified or reduced first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio then any other benefits. The determination of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, clauses (i) and (ii) of the foregoing sentence shall be made by an independent, nationally recognized independent accounting firm or compensation consulting firm mutually selected by Company and reasonably acceptable to the Company and Executive, at the Employee Company’s expense (the “Determination Accounting Firm”) which ), and the Accounting Firm shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to this Section 13(a)21, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b12(b) below). For purposes of this Section 1312, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1312, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1312, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a12(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, Tax to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunderIn that event, if applicable, cash payments shall be made by modified or reduced first reducing cash Payments and then, to from the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required latest amounts to be made under this Section 13, including paid and then any other benefits. The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, clauses (i) and (ii) of the foregoing sentence shall be made by an independent, nationally recognized independent accounting firm or compensation consulting firm mutually selected by Company and reasonably acceptable to the Company and Executive, at the Employee Company’s expense (the “Determination Accounting Firm”) which ), and the Accounting Firm shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to this Section 13(a), 5.6 could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”a "Payment") would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). The reduction of the In that event, Executive shall direct which Payments due hereunder, if applicable, shall are to be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Paymentmodified or reduced. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 10(a)(i) and (ii) above shall be made by an independentthe Company's regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination "Accounting Firm”") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b9(b) below). For purposes of this Section 1312, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1312, the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1312, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee Executive within 15 business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a12(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, in such a manner as to maximize the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual economic present value of such all Payments as of the date of the change in control transactionactually made to Executive, as determined by the Determination Firm (as defined in Section 13(b11(b) below). For purposes ) as of this Section 13, present value shall be determined the date of the Change in accordance with Control using the discount rate required by Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 12(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a11(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive, but no later than March 15 December 31 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 11 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the In that event, Executive shall direct which Payments due hereunder, if applicable, shall are to be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Paymentmodified or reduced. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 9(a)(i) and (ii) above shall be made by an independentthe Company’s regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a9(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 9 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b10(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1310, the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1310, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of all estimated taxes, including without limitation, the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, in such a manner as to maximize the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual economic present value of such all Payments as of the date of the change in control transactionactually made to Executive, as determined by the Determination Firm (as defined in Section 13(b10(b) below). For purposes ) as of this Section 13, present value shall be determined the date of the Change in accordance with Control using the discount rate required by Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, imposed and the assumptions to be utilized used in arriving at such determinationsdetermination, the amount of such Excise Tax, and the calculation of the amounts referred to Section 10(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such that event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to or for the Employeebenefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change a Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1310, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company Employer and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company Employer and the Employee Executive within 15 business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyEmployer. All fees and expenses of the Determination Firm shall be borne solely by the CompanyEmployer. Any determination by the Determination Firm shall be binding upon the Company Employer and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect. In the event the provisions of Code Section 280G and 4999 are modified, this Section 10 shall be modified accordingly.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to you or for the your benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments Payment to the Employeeyou, a calculation shall be made comparing (i) the net after-tax benefit to the Employee you of the Payments Payment after payment by the Employee of your liability for the Excise Tax, to (ii) the net after-tax benefit to the Employee you if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, in such a manner as to maximize the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present economic value of such all Payments actually made to you, determined by the Accounting Firm (as defined in Section 7(b) below) as of the date of the change Change in control transaction, as determined Control using the discount rate required by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 7(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company you and the EmployeeCompany. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments to which the Employee was entitled toyou were entitled, but did not receive pursuant to Section 13(a7(a), could have been made without the imposition of the Excise Tax (the “Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to you or for the benefit of the Employee your benefit, but no later than March 15 December 31 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 7 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything This Section 18 shall apply only in the event that the Executive is or becomes a taxpayer under the laws of the United States at any time during the Term. 18.1 Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, in such a manner as to maximize the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual economic present value of such all Payments as of actually made to the date of the change in control transactionExecutive, as determined by the Determination Firm (as defined in Section 13(b18.2 below) below). For purposes as of this Section 13, present value shall be determined the date of the Change in accordance with Control using the discount rate required by Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including 18.2 The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 18.1(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a)18.1, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive, but no later than March 15 December 31 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) 18.3 In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, or if the Executive is not a US taxpayer, this Section 13 18 shall be of no further force or effect.]

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the In that event, Executive shall direct which Payments due hereunder, if applicable, shall are to be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Paymentmodified or reduced. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 8(a)(i) and (ii) above shall be made by an independentthe Company’s regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 8 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) above is less than the amount calculated under clause (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 fifteen (15) business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the that Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that If the provisions of Code Section Sections 280G and 4999 of the Code or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transactionof control, as determined by the Determination Firm (as defined in Section 13(b12(b) below). For purposes of this Section 1312, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1312, the “Parachute Value” of a Payment means the present value as of the date of the change in of control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 12(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a12(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”a "Payment") would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the “change in control transactionownership or control” (as such term is used and defined in Section 280G of the Code), as determined by the Determination Firm (as defined in Section 13(b10(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1310, the “Parachute Value” of a Payment means the present value as of the date of the “change in control transaction ownership or control” of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 10(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “"Determination Firm”") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in Any payments made to Executive under this Agreement to will be made with the contrary, Executive’s best interests in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject mind related to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). (a) Anything in this Agreement to the contrary notwithstanding, if it is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the Excise Tax, then, prior before making the Payment to the making of any Payments to the EmployeeExecutive, a calculation shall will be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The In that event, Executive will direct which Payments are to be reduced and any such reduction of the Payments due hereunder, if applicable, shall will be made by first reducing cash Payments and then, so as not to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in violate Code Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.409A. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, shall Section 8(a)(i) and (ii) above will be made by an independentthe Company’s regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Accounting Firm”) which shall will provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall will be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments to which the Employee Executive was entitled toentitled, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (an “Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company Employer to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments Payment to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the In that event, Employee shall direct which Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required are to be made under this Section 13, including modified or reduced. The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, clauses (i) and (ii) of the foregoing sentence shall be made by an independent, nationally recognized independent accounting firm or compensation consulting firm mutually selected by Employer and reasonably acceptable to the Company and Employee, at the Employee Employer’s expense (the “Determination Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company Employer and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to this Section 13(a)14.2.4, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Employee Employee, but in no event later than March 15 the end of the year after following the year in which Employee remits the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) Excise Tax. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 14.2.4 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”a "Payment") would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise TaxTax and all federal, state and local income taxes with respect to the Payment (and any interest and penalties imposed with respect thereto), to (ii) the net after-tax benefit to Executive after the Employee payment of all federal, state and local income taxes with respect to the Payment (and any interest and penalties imposed with respect thereto) if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). The reduction of the In that event, Executive shall direct which Payments due hereunder, if applicable, shall are to be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Paymentmodified or reduced. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 11(a)(i) and (ii) above shall be made by an independentthe Company's regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination "Accounting Firm”") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a11(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything a. Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transactionof control, as determined by the Determination Firm (as defined in Section 13(b10(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1310, the “Parachute Value” of a Payment means the present value as of the date of the change in of control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including b. The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 10(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) c. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in Any payments made to Executive under this Agreement to will be made with the contrary, Executive’s best interests in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject mind related to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). (a) Anything in this Agreement to the contrary notwithstanding, if it is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the Excise Tax, then, prior before making the Payment to the making of any Payments to the EmployeeExecutive, a calculation shall will be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The In that event, any reduction of the Payments due hereunder, if applicable, in payments shall be made by first reducing cash Payments and thenthe Company in its sole discretion, in a manner intended to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in be consistent with Code Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.409A. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, shall Section 8(a)(i) and (ii) above will be made by an independentthe Company's regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually (the “Accounting Firm”) acceptable to the Company and the Employee (the “Determination Firm”) which shall will provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall will be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments to which the Employee Executive was entitled toentitled, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (“an "Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that If the provisions of Code Section 280G and Section 4999 or any successor provisions are repealed without succession, this Section 13 shall 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-after- tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) above is less than the amount calculated under clause (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 fifteen (15) business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the that Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that If the provisions of Code Section Sections 280G and 4999 of the Code or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Any payments made to Executive under this Agreement will be made with the Executive’s best interests in mind related to the excise tax imposed by Code Section 4999 (the “Excise Tax”). (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event if it shall be is determined that any benefit, payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior before making the Payment to the making of any Payments to the EmployeeExecutive, a calculation shall will be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The In that event, Executive will direct which Payments are to be reduced and any such reduction of the Payments due hereunder, if applicable, shall will be made by first reducing cash Payments and then, so as not to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in violate Code Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.409A. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, shall Section 8(a)(i) and (ii) above will be made by an independentthe Company’s regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Accounting Firm”) which shall will provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall will be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments to which the Employee Executive was entitled toentitled, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to or for the Employeebenefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The LEGAL02/43757235v4 reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change a Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1310, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company Employer and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company Employer and the Employee Executive within 15 business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyEmployer. All fees and expenses of the Determination Firm shall be borne solely by the CompanyEmployer. Any determination by the Determination Firm shall be binding upon the Company Employer and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect. In the event the provisions of Code Section 280G and 4999 are modified, this Section 10 shall be modified accordingly.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “"Payments”") would, if paid, be subject to the excise tax (the “"Excise Tax”") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b12(b) below). For purposes of this Section 1312, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1312, the “"Parachute Value” " of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “"parachute payment” " under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1312, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “"Determination Firm”") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a12(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “"Payments”") would, if paid, be subject to the excise tax (the “"Excise Tax”") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid avoid (a) being subject to the Excise Tax (the “"Reduced Amount”"). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b12(b) below). For purposes of this Section 1312, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1312, the “"Parachute Value” " of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “"parachute payment” " under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1312, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to selected by the Company and the Employee (the “"Determination Firm”") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the CompanyEmployee. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a12(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b10(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1310, the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 10(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding If any amount, entitlement or benefit paid or payable to Employee or provided for his benefit under this Agreement and under any other agreement, plan or program of the Company or any of its affiliates (such payments, entitlements and benefits referred to as a “Payment”) is subject to the excise tax imposed under Section 4999 of the Code or any similar federal or state law (an “Excise Tax”), then notwithstanding anything contained in this Agreement to the contrary, in to the event it extent that any or all Payments would be subject to the imposition of an Excise Tax, the Payments shall be determined reduced (but not below zero) if and to the extent that any payment or distribution by such reduction would result in Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Company to or for the benefit imposition of the Excise Tax), than if Employee (whether paid or payable or distributed or distributable pursuant to received all of the terms of this Agreement or otherwise) Payments (such benefits, payments or distributions are reduced amount hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Limited Payment Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transactionof control, as determined by the Determination Firm (as defined in Section 13(b8(b) below). For purposes of this Section 138, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 138, the “Parachute Value” of a Payment means the present value as of the date of the change in of control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. For purposes of this Section 8, a “change in control” means 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, as determined in accordance with Section 280G(b)(2) of the Code and the regulations promulgated thereunder. (b) All determinations required to be made calculations under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, 8 shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm mutually acceptable to designated by the Company and reasonably acceptable to Employee (other than the Employee accounting firm that is regularly engaged by any party who has effectuated a change in control) (the “Determination Firm”). For purposes of determining whether and the extent to which the Payments will be subject to the Excise Tax: (i) no portion of the Payments the receipt or enjoyment of which Employee shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Employee and selected by the Determination Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Payments shall be determined by the Determination Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Determination Firm shall provide its calculations, together with detailed supporting calculations documentation, both to the Company and the Employee within 15 business 50 days after the receipt change in control or the date of notice from the Employee that a Payment termination, whichever is due to be made, later (or such earlier time as is requested by the Company) and, with respect to the Limited Payment Amount, shall deliver its opinion to Employee that he is not required to report any Excise Tax on his federal income tax return with respect to the Limited Payment Amount (collectively, the “Determination”). All The Company shall pay all fees and expenses of the Determination Firm and Tax Counsel. Within 15 days after Employee’s receipt of the Determination, Employee shall be borne solely by have the Companyright to dispute the Determination (the “Dispute”). Any determination The existence of the Dispute shall not in any way affect the right of Employee to receive the Payments in accordance with the Determination. If there is no Dispute, the Determination by the Determination Firm shall be final binding and conclusive upon the Company and Employee (except as provided in subsection (c) below). (c) If, after the Payments have been made to Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible established that the Payments which the Employee was entitled made to, but did not receive pursuant to Section 13(a)or provided for the benefit of, could have been made without Employee exceed the imposition of the Excise Tax limitations provided in subsection (a) above (an “Excess Payment”) or are less than such limitations (an “Underpayment”), consistent with as the calculations required case may be, then the provisions of this subsection (c) shall apply. If it is established, pursuant to be made hereundera final determination of a court or an Internal Revenue Service (“IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, Employee shall repay the Excess Payment to the Company on demand. In such eventthe event that it is determined (i) by the Determination Firm, the Determination Firm Company (which shall determine include the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid position taken by the Company on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court or for (iii) upon a resolution to the benefit satisfaction of Employee of a Dispute, that an Underpayment has occurred, the Employee but no later than March 15 of the year after the year in which Company shall pay an amount equal to the Underpayment is determined to existEmployee within 10 days of such determination or resolution together with interest on such amount at the applicable federal short-term rate, which is when as defined under Code Section 1274(d) as in effect on the legally binding right first date that such amount should have been paid to Employee under this Agreement, from such date until the date that such Underpayment arisesis made to Employee. (cd) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 8 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in Any payments made to Executive under this Agreement to will be made with the contrary, Executive’s best interests in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject mind related to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). (a) Anything in this Agreement to the contrary notwithstanding, if it is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the Excise Tax, then, prior before making the Payment to the making of any Payments to the EmployeeExecutive, a calculation shall will be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The In that event, Executive will direct which Payments are to be reduced and any such reduction of the Payments due hereunder, if applicable, shall will be made by first reducing cash Payments and then, so as not to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in violate Code Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.409A. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, shall Section 8(a)(i) and (ii) above will be made by an independentthe Company’s regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Accounting Firm”) which shall will provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall will be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments to which the Employee Executive was entitled toentitled, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (an “Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Officer (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments to the EmployeeOfficer, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Officer of the Payments after payment by the Employee Officer of the Excise Tax, to (ii) the net after-tax benefit to the Employee Officer if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 1320, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1320, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction Change of Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm (as defined below) for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1320, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Officer (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee Officer within 15 business days after the receipt of notice from the Employee Officer that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeOfficer. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Officer was entitled to, but did not receive pursuant to Section 13(a20(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Officer but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 20 shall be of no further force or effect.”

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”a "Payment") would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then, prior to the making of any Payments Payment to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b11(b) below). For purposes of this Section 1311, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1311, the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 11(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “"Determination Firm”") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a11(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the In that event, Executive shall direct which Payments due hereunder, if applicable, shall are to be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Paymentmodified or reduced. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, imposed and the assumptions to be utilized used in arriving at such determinationsdetermination, the amount of such Excise Tax, and the calculation of the amounts referred to Section 10(a)(i) and (ii) above shall be made by an independentthe Company’s regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such that event, the Determination Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”a "Payment") would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such PaymentTax. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 8(a)(i) and (ii) above shall be made by an independentthe Company's regular independent accounting firm at the expense of the Company or, at the election and expense of the Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination "Accounting Firm”") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the “change in control transactionownership or control” (as such term is used and defined in Section 280G of the Code), as determined by the Determination Firm (as defined in Section 13(b10(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1310, the “Parachute Value” of a Payment means the present value as of the date of the “change in control transaction ownership or control” of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 10(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of all estimated taxes, including without limitation, the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, in such a manner as to maximize the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual economic present value of such all Payments as of the date of the change in control transactionactually made to Executive, as determined by the Determination Firm (as defined in Section 13(b10(b) below). For purposes ) as of this Section 13, present value shall be determined the date of the Change in accordance with Control using the discount rate required by Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, imposed and the assumptions to be utilized used in arriving at such determinationsdetermination, the amount of such Excise Tax, and the calculation of the amounts referred to Section 10(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such that event, the Determination Firm shall determine the amount of the Underpayment that has occurred occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “"Payments”") would, if paid, be subject to the excise tax (the “"Excise Tax”") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “"Parachute Value” " of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “"parachute payment” " under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “"Determination Firm”") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to or for the Employeebenefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change a Change in control transactionControl, as determined by the Determination Firm ▇▇▇▇ (as defined in Section 13(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1310, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company Employer and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company Employer and the Employee Executive within 15 business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyEmployer. All fees and expenses of the Determination Firm ▇▇▇▇ shall be borne solely by the CompanyEmployer. Any determination by the Determination Firm ▇▇▇▇ shall be binding upon the Company Employer and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect.. In the event the provisions of Code Section 280G and 4999 are modified, this Section 10 shall be modified accordingly. LEGAL02/43756981v3

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in Any payments made to the Executive under this Agreement to will be made with the contrary, Executive’s best interests in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject mind related to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). (a) Anything in this Agreement to the contrary notwithstanding, if it is determined that any benefit, payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the Excise Tax, then, prior before making the Payment to the making of any Payments to the EmployeeExecutive, a calculation shall will be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The In that event, the determination of any reduction of in the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Accounting Firm (as defined in Section 13(b) below). For purposes of this , in a manner that maximizes the Executive’s economic position and is consistent with Code Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.409A. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of such Excise Tax, the Reduced Amountcalculation of the amounts referred to in Section 8(a)(i) and (ii) above, and the assumptions identification of any Payments to be utilized in arriving at such determinationsreduced, shall if required by Section 8(a), will be made by an independentthe Company’s regular independent accounting firm at the expense of the Company or, at the election and expense of the Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually (the “Accounting Firm”) acceptable to the Company and the Employee (the “Determination Firm”) which shall will provide detailed supporting calculations. The Company shall instruct the Accounting Firm to make all such calculations both to and determinations in a manner that is in the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses best interests of the Determination Firm shall be borne solely by Executive and maximizes the Company. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive’s economic position. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments to which the Employee Executive was entitled toentitled, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (an “Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of Executive. All calculations and determinations by the year after Accounting Firm will be binding upon the year in which Company and the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that If the provisions of Code Section 280G and Section 4999 or any successor provisions are repealed without succession, this Section 13 shall 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”a "Payment") would, if paid, would be subject to the excise tax (the “"Excise Tax”") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, Tax to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). The reduction of the Payments due hereunderIn that event, if applicable, cash payments shall be made by modified or reduced first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio then any other benefits. The determination of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, clauses (i) and (ii) of the foregoing sentence shall be made by an independent, nationally recognized independent accounting firm or compensation consulting firm mutually selected by Company and reasonably acceptable to the Company Executive, at the Company's expense (the "Accounting Firm"), and the Employee (the “Determination Firm”) which Accounting Firm shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to this Section 13(a)21, could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in Any payments made to Executive under this Agreement to will be made with the contrary, Executive’s best interests in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject mind related to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). (a) Anything in this Agreement to the contrary notwithstanding, if it is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the Excise Tax, then, prior before making the Payment to the making of any Payments to the EmployeeExecutive, a calculation shall will be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall will be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). The In that event, Executive will direct which Payments are to be reduced and any such reduction of the Payments due hereunder, if applicable, shall will be made by first reducing cash Payments and then, so as not to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in violate Code Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.409A. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, shall Section 8(a)(i) and (ii) above will be made by an independentthe Company's regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination "Accounting Firm”") which shall will provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall will be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments to which the Employee Executive was entitled toentitled, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (“an "Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (ai) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company Bank to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments to the EmployeeExecutive, a calculation shall be made comparing (iX) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (iiY) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (iX) above is less than the amount calculated under (iiY) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value (as defined below) to actual present value of such Payments as of the date of the change Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b5(c)(ii)) below). For purposes of this Section 135(c), present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 135(c), the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in Any payments made to Executive under this Agreement to will be made with the contrary, Executive's best interests in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject mind related to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). (a) Anything in this Agreement to the contrary notwithstanding, if it is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the Excise Tax, then, prior before making the Payment to the making of any Payments to the EmployeeExecutive, a calculation shall will be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The In that event, Executive will direct which Payments are to be reduced and any such reduction of the Payments due hereunder, if applicable, shall will be made by first reducing cash Payments and then, so as not to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in violate Code Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.409A. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, shall Section 8(a)(i) and (ii) above will be made by an independentthe Company's regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Accounting Firm”) which shall will provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall will be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments to which the Employee Executive was entitled toentitled, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (an “Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company or the Bank to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change Change in control transactionControl, reducing the latest amounts to be paid first, as determined by the Determination Firm (as defined in Section 13(b11(b) below). For purposes of this Section 1311, present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1311, the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the In that event, Executive shall direct which Payments due hereunder, if applicable, shall are to be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Paymentmodified or reduced. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 10(a)(i) and (ii) above shall be made by an independentthe Company’s regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”a "Payment") would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) above is less than the amount calculated under clause (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). The reduction of the In that event, Executive shall direct which Payments due hereunder, if applicable, shall are to be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Paymentmodified or reduced. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, clauses (i) and (ii) of Section 10(a) above shall be made by an independentthe Company's regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination "Accounting Firm”") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) a. Notwithstanding anything any other contrary provisions in this Agreement to the contraryany plan, in the event it shall be determined that any payment program or distribution by the Company to or for the benefit policy of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) wouldCompany, if paidall or any portion of the benefits payable under this Agreement, be subject either alone or together with other payments and benefits which Executive receives or is entitled to receive from the excise tax (Company, would constitute a “parachute payment” within the “Excise Tax”) imposed by meaning of Section 4999 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior the Company shall reduce Executive’s payments and benefits payable under this Agreement to the making of any Payments extent necessary so that no portion thereof shall be subject to the Employeeexcise tax imposed by Section 4999 of the Code, a calculation shall be made comparing (i) but only if, by reason of such reduction, the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) shall exceed the net after-tax benefit to if such reduction were not made. “Net after-tax benefit” for these purposes shall mean the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under sum of (i) above is less than the total amount calculated payable to Executive under the Agreement, plus (ii) aboveall other payments and benefits which Executive receives or is then entitled to receive from the Company that, then alone or in combination with the Payments shall be limited to payments and benefits payable under the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunderAgreement, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes would constitute a “parachute payment” under within the meaning of Section 280G(b)(2) 280G of the CodeCode (each such benefit hereinafter referred to as an “Additional Parachute Payment”), as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. less (biii) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of federal income taxes payable with respect to the Reduced Amount, and foregoing calculated at the assumptions to be utilized maximum marginal income tax rate for each year in arriving at such determinations, which the foregoing shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable paid to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding based upon the Company and the Employee. As a result of the uncertainty rate in the application of Section 4999 of effect for such year as set forth in the Code at the time of the initial determination by payment under the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(aAgreement), could have been made without the imposition of the Excise Tax less (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine iv) the amount of excise taxes imposed with respect to the Underpayment that has occurred payments and any such Underpayment benefits described in (i) and (ii) above by Section 4999 of the Code. The parachute payments reduced shall be promptly paid by those that provide Executive the Company best economic benefit and to the extent any parachute payments are economically equivalent with each other, each shall be reduced pro rata; provided, however, that Executive may elect to have the non-cash payments and benefits due Executive reduced (or for the benefit eliminated) prior to any reduction of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisescash payments due under this Agreement. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything a. Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to you or for the your benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments Payment to the Employeeyou, a calculation shall be made comparing (i) the net after-tax benefit to the Employee you of the Payments Payment after payment by the Employee of your liability for the Excise Tax, to (ii) the net after-tax benefit to the Employee you if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, in such a manner as to maximize the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present economic value of such all Payments made to you, determined by the Accounting Firm as of the date of the change Change in control transaction, as determined Control using the discount rate required by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including b. The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 7(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee other nationally recognized entity that regularly performs such calculations for large publicly traded companies (the “Determination Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company you and the EmployeeCompany. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that (i) Payments to which the Employee was entitled toyou were entitled, but did not receive pursuant to Section 13(a7(a), could have been made without the imposition of the Excise Tax (the amounts of such erroneously forgone Payments, collectively the “Underpayment”) or (ii) Payments that you did receive resulted in total Payments in excess of the Reduced Amount (the amounts of such erroneously paid Payments, collectively the “Overpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the any Underpayment or Overpayment that has occurred and any occurred. Any such Underpayment shall be promptly paid by the Company to you or for the benefit of the Employee your benefit, but no later than March 15 December 31st of the year after the year in which the Underpayment is determined determined. The amount of any Overpayment shall be promptly repaid by you to existthe Company, which with interest at the applicable federal rate from the date of the erroneous Payment to the date the Overpayment is when repaid, within 30 days following the legally binding right date you are notified by the Accounting Firm of the amount of the Overpayment; provided that, if your employment has not then terminated, the Company may alternatively make appropriate adjustments to your on-going compensation, to the extent permitted in a manner consistent with Section 409A, to address such Underpayment arisesOverpayment. (c) In the event that c. If the provisions of Code Section Sections 280G and 4999 of the Code or any successor provisions are repealed without succession, this Section 13 7 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”a "Payment") would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing Payments in the following order: (A) the cash Payment under Section 8(a)(ii) or 8(c)(ii), as the case may be; (B) cash Payments under Section 8(a)(iii) or 8(c)(iii), as the case may be; (C) the cash Payment under Section 8(a)(ix) or 8(c)(viii), as the case may be; and (D) then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transactionof control, as determined by the Determination Firm (as defined in Section 13(b10(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1310, the “Parachute Value” of a Payment means the present value as of the date of the change in of control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 10(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “"Determination Firm”") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect.”

Mandatory Reduction of Payments in Certain Events. (aA) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b4(b)(iii)(B) below). For purposes of this Section 134(b)(iii), present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 134(b)(iii), the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (bB) All determinations required to be made under this Section 134(b)(iii), including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee Executive within 15 business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyCompany or Executive. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a4(b)(iii)(A), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (cC) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 4(c)(iii) shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) 4.1 Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company or the Bank to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), (the “Excise Tax”), then, prior to the making of any Payments to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change Change in control transactionControl, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company, the Bank and Executive (the “Determination Firm (as defined in Section 13(b) belowFirm”). For purposes of this Section 134.1, present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 134, the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) 4.2 All determinations required to be made under this Section 134, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made in writing in good faith by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) Firm which shall provide detailed supporting calculations both to the Company Company, the Bank and the Employee Executive within 15 fifteen (15) business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyCompany or the Bank. All fees and expenses of the Determination Firm shall be borne solely by the CompanyCompany or the Bank. Any determination by the Determination Firm shall be binding upon the Company Company, the Bank and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a)4.1, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company or the Bank to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Any payments made to Executive under this Agreement will be made with the Executive’s best interests in mind related to Code Section 4999. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event if it shall be is determined that any benefit, payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior before making the Payment to the making of any Payments to the EmployeeExecutive, a calculation shall will be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The In that event, Executive will direct which Payments are to be reduced and any such reduction of the Payments due hereunder, if applicable, shall will be made by first reducing cash Payments and then, so as not to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in violate Code Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.409A. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, shall Section 8(a)(i) and (ii) above will be made by an independentthe Company’s regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Accounting Firm”) which shall will provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall will be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments to which the Employee Executive was entitled toentitled, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in Any payments made to Executive under this Agreement to will be made with the contrary, Executive’s best interests in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject mind related to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). (a) Anything in this Agreement to the contrary notwithstanding, if it is determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the Excise Tax, then, prior before making the Payment to the making of any Payments to the EmployeeExecutive, a calculation shall will be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The In that event, any reduction of the Payments due hereunder, if applicable, in payments shall be made by first reducing cash Payments and thenthe Company in its sole discretion, in a manner intended to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in be consistent with Code Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.409A. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, shall Section 8(a)(i) and (ii) above will be made by an independentthe Company's regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually (the “Accounting Firm”) acceptable to the Company and the Employee (the “Determination Firm”) which shall will provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall will be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments to which the Employee Executive was entitled toentitled, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (an “Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that If the provisions of Code Section 280G and Section 4999 or any successor provisions are repealed without succession, this Section 13 shall 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Any payments made to Executive under this Agreement will be made with the Executive’s best interests in mind related to the excise tax imposed by Code Section 4999 (the “Excise Tax”). (a) Notwithstanding anything Anything in this Agreement to the contrary, in the event contrary notwithstanding if it shall be is determined that any benefit, payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior before making the Payment to the making of any Payments to the EmployeeExecutive, a calculation shall will be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. , If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The , In that event, Executive will direct which Payments are to be reduced and any such reduction of the Payments due hereunder, if applicable, shall will be made by first reducing cash Payments and then, so as not to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in violate Code Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.409A. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, shall Section 8(a)(i) and (ii) above will be made by an independentthe Company’s regular independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Accounting Firm”) which shall will provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall will be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments to which the Employee Executive was entitled toentitled, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall 8 will be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) A. Notwithstanding anything in this Agreement agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b) subsection 6.B. below). For purposes of this Section 13section 6, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13section 6, the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to or for the Employeebenefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change a Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1310, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company Employer and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company Employer and the Employee Executive within 15 business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyEmployer. All fees and expenses of the Determination Firm shall be borne solely by the CompanyEmployer. Any determination by the Determination Firm shall be binding upon the Company Employer and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm LEGAL02/43756821v3 hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect. In the event the provisions of Code Section 280G or 4999 are modified, this Section 10 shall be modified accordingly.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transactionof control, as determined by the Determination Firm (as defined in Section 13(b10(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1310, the “Parachute Value” of a Payment means the present value as of the date of the change in of control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 10(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company CCB to or for the benefit benefits of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”a "Payment") would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 (the "Excise Tax") of the Internal Revenue Code of 1986, as amended (the “"Code”"), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such PaymentTax. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 8(a)(i) and (ii) above shall be made by an independentCCB's regular independent accounting firm at the expense of CCB or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination "Accounting Firm”) which "). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company CCB and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company CCB to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transactionof control, as determined by the Determination Firm (as defined in Section 13(b10(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1310, the “Parachute Value” of a Payment means the present value as of the date of the change in of control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 10(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b16(b) below). For purposes of this Section 1316, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1316, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1316, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a16(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 16 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to or for the Employeebenefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change a Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1310, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such LEGAL02/43757576v4 determinations, shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm film mutually acceptable to the Company Employer and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company Employer and the Employee Executive within 15 business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyEmployer. All fees and expenses of the Determination Firm shall be borne solely by the CompanyEmployer. Any determination by the Determination Firm shall be binding upon the Company Employer and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm Film hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm Film shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect. In the event the provisions of Code Section 280G and 4999 are modified, this Section 10 shall be modified accordingly.

Mandatory Reduction of Payments in Certain Events. LEGAL02/43756812v5 (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to or for the Employeebenefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change a Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1310, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company Employer and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company Employer and the Employee Executive within 15 business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyEmployer. All fees and expenses of the Determination Firm shall be borne solely by the CompanyEmployer. Any determination by the Determination Firm shall be binding upon the Company Employer and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect.. In the event the provisions of Code Section 280G and 4999 are modified, this Section 10 shall be modified accordingly. LEGAL02/43756812v5

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and 7 then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, Tax to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunderIn that event, if applicable, cash payments shall be made by modified or reduced first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio then any other benefits. The determination of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, clauses (i) and (ii) of the foregoing sentence shall be made by an independent, nationally recognized independent accounting firm or compensation consulting firm mutually selected by Company and reasonably acceptable to the Company and Executive, at the Employee Company’s expense (the “Determination Accounting Firm”) which ), and the Accounting Firm shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to this Section 13(a)21, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to or for the Employeebenefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value “parachute value” (as determined under Section 280G) to actual present value of such Payments as of the date of the a change in control transactioncontrol, as determined by the Determination Firm (as defined in Section 13(bsubsection (b) belowhereof). For purposes of this Section 138, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 138, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee Executive within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, Company or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.Executive

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company Employer to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value (as defined below) to actual present value of such Payments as of the date of the change Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b10(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1310, the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Holding Company or the Bank to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change Change in control transactionControl, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Holding Company, the Bank and Executive (the “Determination Firm (as defined in Section 13(b) belowFirm”). For purposes of this Section 139, present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 139, the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 139, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made in writing in good faith by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) Firm which shall provide detailed supporting calculations both to the Company Holding Company, the Bank and the Employee Executive within 15 fifteen (15) business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyHolding Company or the Bank. All fees and expenses of the Determination Firm shall be borne solely by the CompanyHolding Company or the Bank. Any determination by the Determination Firm shall be binding upon the Company Holding Company, the Bank and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a9(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company or the Bank to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transactionof control, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in of control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 13(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company Bank or its Affiliates to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “"Payments”") would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986Code, as amended (the “Code”"Excise Tax"), then, prior to the making of any Payments to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change Change in control transactionControl, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Bank, and the Executive (the "Determination Firm (as defined in Section 13(b) belowFirm"). For purposes of this Section 139, present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 139, the “"Parachute Value” " of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “"parachute payment” " under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 139, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made in writing in good faith by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) Firm which shall provide detailed supporting calculations both to the Company Bank and the Employee Executive within 15 fifteen (15) business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyBank. All fees and expenses of the Determination Firm shall be borne solely by the CompanyBank. Any determination by the Determination Firm shall be binding upon the Company Bank and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a2(a), . could have been made without the imposition of the Excise Tax Tay (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Bank to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) 4.1 Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company Company, the Bank or the acquirer in a Change in Control, or any of their respective successors or affiliates, to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change Change in control transactionControl, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company, the Bank and Executive (the “Determination Firm (as defined in Section 13(b) belowFirm”). For purposes of this Section 134.1, present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 134, the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) 4.2 All determinations required to be made under this Section 134, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made in writing in good faith by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) Firm which shall provide detailed supporting calculations both to the Company Company, the Bank and the Employee Executive within 15 fifteen (15) business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyCompany or the Bank. All fees and expenses of the Determination Firm shall be borne solely by the CompanyCompany or the Bank. Any determination by the Determination Firm shall be binding upon the Company Company, the Bank and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a)4.1, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company or the Bank to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding If any amount, entitlement or benefit paid or payable to Employee or provided for his benefit under this Agreement and under any other agreement, plan or program of the Company or any of its affiliates (such payments, entitlements and benefits referred to as a “Payment”) is subject to the excise tax imposed under Code Section 4999 or any similar federal or state law (an “Excise Tax”), then notwithstanding anything contained in this Agreement to the contrary, in to the event it extent that any or all Payments would be subject to the imposition of an Excise Tax, the Payments shall be determined reduced (but not below zero) if and to the extent that any payment or distribution by such reduction would result in Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Company to or for the benefit imposition of the Excise Tax), than if Employee (whether paid or payable or distributed or distributable pursuant to received all of the terms of this Agreement or otherwise) Payments (such benefits, payments or distributions are reduced amount hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Limited Payment Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transactionof control, as determined by the Determination Firm (as defined in Section 13(b8(b) below). For purposes of this Section 138, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 138, the “Parachute Value” of a Payment means the present value as of the date of the change in of control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made calculations under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, 8 shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm mutually acceptable to designated by the Company and reasonably acceptable to Employee (other than the Employee accounting firm that is regularly engaged by any party who has effectuated a change in control) (the “Determination Firm”). For purposes of determining whether and the extent to which the Payments will be subject to the Excise Tax: (A) no portion of the Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (B) no portion of the Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected by the Determination Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Payments shall be determined by the Determination Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Determination Firm shall provide its calculations, together with detailed supporting calculations documentation, both to the Company and the Employee within 15 business 50 days after the receipt change in control or the date of notice from the Employee that a Payment termination, whichever is due to be made, later (or such earlier time as is requested by the Company) and, with respect to the Limited Payment Amount, shall deliver its opinion to Employee that he is not required to report any Excise Tax on his federal income tax return with respect to the Limited Payment Amount (collectively, the “Determination”). All The Company shall pay all fees and expenses of the Determination Firm and Tax Counsel. Within 15 days after Employee’s receipt of the Determination, Employee shall be borne solely by have the Companyright to dispute the Determination (the “Dispute”). Any determination The existence of the Dispute shall not in any way affect the right of Employee to receive the Payments in accordance with the Determination. If there is no Dispute, the Determination by the Determination Firm shall be final binding and conclusive upon the Company and Employee (except as provided in subsection (c) below). (c) If, after the Payments have been made to Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible established that the Payments which the Employee was entitled made to, but did not receive pursuant to Section 13(a)or provided for the benefit of, could have been made without Employee exceed the imposition of the Excise Tax limitations provided in subsection (a) above (an “Excess Payment”) or are less than such limitations (an “Underpayment”), consistent with as the calculations required case may be, then the provisions of this subsection (c) shall apply. If it is established, pursuant to be made hereundera final determination of a court or an Internal Revenue Service (“IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, Employee shall repay the Excess Payment to the Company on demand. In such eventthe event that it is determined (i) by the Determination Firm, the Determination Firm Company (which shall determine include the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid position taken by the Company on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court or for (iii) upon a resolution to the benefit satisfaction of Employee of a Dispute, that an Underpayment has occurred, the Employee but no later than March 15 of the year after the year in which Company shall pay an amount equal to the Underpayment is determined to existEmployee within 10 days of such determination or resolution together with interest on such amount at the applicable federal short-term rate, which is when as defined under Code Section 1274(d) as in effect on the legally binding right first date that such amount should have been paid to Employee under this Agreement, from such date until the date that such Underpayment arisesis made to Employee. (cd) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 8 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”a "Payment") would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing Payments in the following order: (A) the cash Payment under Section 8(a)(ii) or 8(c)(ii), as the case may be; (B) cash Payments under Section 8(a)(iii) or 8(c)(iii), as the case may be; (C) the cash Payment under Section 8(a)(ix) or 8(c)(viii), as the case may be; and (D) then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transactionof control, as determined by the Determination Firm (as defined in Section 13(b10(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1310, the “Parachute Value” of a Payment means the present value as of the date of the change in of control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 10(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “"Determination Firm”") which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“"Underpayment”"), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transactionof control, as determined by the Determination Firm (as defined in Section 13(b8(b) below). For purposes of this Section 138, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 138, the “Parachute Value” of a Payment means the present value as of the date of the change in of control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 8(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G 2800 and 4999 or any successor provisions are repealed without succession, this Section 13 8 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Holding Company or the Bank to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986Code, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change Change in control transactionControl, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Holding Company, the Bank, and the Executive (the “Determination Firm (as defined in Section 13(b) belowFirm”). For purposes of this Section 139, present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 139, the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 139, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made in writing in good faith by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) Firm which shall provide detailed supporting calculations both to the Company Holding Company, the Bank and the Employee Executive within 15 fifteen (15) business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyHolding Company or the Bank. All fees and expenses of the Determination Firm shall be borne solely by the CompanyHolding Company or the Bank. Any determination by the Determination Firm shall be binding upon the Company Holding Company, the Bank, and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a9(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company or the Bank to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company Employer or any of its affiliates to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the aggregate present value of the Payments shall be limited reduced (but not below zero) to an amount expressed in present value that maximizes the extent necessary aggregate present value of the Payments without causing the Payments or any part thereof to avoid being be subject to the Excise Tax and therefore nondeductible by Employer because of Section 280G of the Code (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transactionof control, as determined by the Determination Firm (as defined in Section 13(b10(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1310, the “Parachute Value” of a Payment means the present value as of the date of the change in of control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Feehan (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments to the EmployeeFeehan, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Feehan of the Payments after payment by the Employee Feehan of the Excise Tax, to (ii) the net after-tax benefit to the Employee Feehan if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b9(b) below). For purposes of this Section 1312, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1312, the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1312, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Feehan (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee Feehan within 15 business days after the receipt of notice from the Employee Feehan that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeFeehan. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Feehan was entitled to, but did not receive pursuant to Section 13(a12(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Feehan but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transactionof control, as determined by the Determination Firm (as defined in Section 13(b8(b) below). For purposes of this Section 138, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 138, the “Parachute Value” of a Payment means the present value as of the date of the change in of control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 8(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 8 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding If any amount, entitlement or benefit paid or payable to Executive or provided for his benefit under this Agreement and under any other agreement, plan or program of the Company or any of its affiliates (such payments, entitlements and benefits referred to as a “Payment”) is subject to the excise tax imposed under Section 4999 of the Code or any similar federal or state law (an “Excise Tax”), then notwithstanding anything contained in this Agreement to the contrary, in to the event it extent that any or all Payments would be subject to the imposition of an Excise Tax, the Payments shall be determined reduced (but not below zero) if and to the extent that any payment or distribution by such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Company to or for the benefit imposition of the Employee (whether paid or payable or distributed or distributable pursuant to Excise Tax), than if Executive received all of the terms of this Agreement or otherwise) Payments (such benefits, payments or distributions are reduced amount hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Limited Payment Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transactioncontrol, as determined by the Determination Firm (as defined in Section 13(b8(b) below). For purposes of this Section 138, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 138, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. For purposes of this Section 8, a “change in control” means 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, as determined in accordance with Section 280G(b)(2) of the Code and the regulations promulgated thereunder. (b) All determinations required to be made calculations under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, 8 shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm mutually acceptable to designated by the Company and reasonably acceptable to Executive (other than the Employee accounting firm that is regularly engaged by any party who has effectuated a change in control) (the “Determination Firm”). For purposes of determining whether and the extent to which the Payments will be subject to the Excise Tax: (i) no portion of the Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected by the Determination Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Payments shall be determined by the Determination Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Determination Firm shall provide its calculations, together with detailed supporting calculations documentation, both to the Company and the Employee Executive within 15 business 60 days after the receipt change in control or the date of notice from the Employee that a Payment termination, whichever is due to be made, later (or such earlier time as is requested by the Company) and, with respect to the Limited Payment Amount, shall deliver its opinion to Executive that he is not required to report any Excise Tax on his federal income tax return with respect to the Limited Payment Amount (collectively, the “Determination”). All The Company shall pay all fees and expenses of the Determination Firm and Tax Counsel. Within 15 days after Executive’s receipt of the Determination, Executive shall be borne solely by have the Companyright to dispute the Determination (the “Dispute”). Any determination The existence of the Dispute shall not in any way affect the right of Executive to receive the Payments in accordance with the Determination. If there is no Dispute, the Determination by the Determination Firm shall be final, binding and conclusive upon the Company and Executive (except as provided in subsection (c) below). (c) If, after the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunderPayments have been made to Executive, it is possible established that the Payments which the Employee was entitled made to, but did not receive pursuant to Section 13(a)or provided for the benefit of, could have been made without Executive exceed the imposition of the Excise Tax limitations provided in subsection (a) above (an “Excess Payment”) or are less than such limitations (an “Underpayment”), consistent with as the calculations required case may be, then the provisions of this subsection (c) shall apply. If it is established, pursuant to be made hereundera final determination of a court or an Internal Revenue Service (“IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, Executive shall repay the Excess Payment to the Company on demand. In such eventthe event that it is determined (i) by the Determination Firm, the Determination Firm Company (which shall determine include the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid position taken by the Company on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court or for (iii) upon a resolution to the benefit satisfaction of Executive of a Dispute, that an Underpayment has occurred, the Employee but no later than March 15 of the year after the year in which Company shall pay an amount equal to the Underpayment is determined to existExecutive within 10 days of such determination or resolution together with interest on such amount at the applicable federal short-term rate, which is when as defined under Code Section 1274(d) as in effect on the legally binding right first date that such amount should have been paid to Executive under this Agreement, from such date until the date that such Underpayment arisesis made to Executive. (cd) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 8 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this - 7 - Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b12(b) below). For purposes of this Section 1312, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1312, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1312, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a12(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to or for the Employeebenefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change a Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1310, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company Employer and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company Employer and the Employee Executive within 15 business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyEmployer. All fees and expenses of the Determination Firm shall be borne solely by the CompanyEmployer. Any determination by the Determination Firm shall be binding upon the Company Employer and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such LEGAL02/43780275v2 event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect. In the event the provisions of Code Section 280G or 4999 are modified, this Section 10 shall be modified accordingly.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Holding Company and/or the Bank to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b9(b) below). For purposes of this Section 139, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 139, the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 139, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company Holding Company, the Bank and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company Holding Company, the Bank and the Employee Executive within 15 business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyHolding Company and/or the Bank. All fees and expenses of the Determination Firm shall be borne solely by the CompanyHolding Company and/or the Bank. Any determination by the Determination Firm shall be binding upon the Company Holding Company, the Bank and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a9(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company and/or the Bank to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 9 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, in such a manner as to maximize the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual economic present value of such all Payments as of the date of the change in control transactionactually made to Executive, as determined by the Determination Firm (as defined in Section 13(b11(b) below). For purposes ) as of this Section 13, present value shall be determined the date of the Change in accordance with Control using the discount rate required by Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 11(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a11(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive, but no later than March 15 December 31 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 11 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments Payment to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments Payment after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transactionof control, as determined by the Determination Firm (as defined in Section 13(b11(b) below). For purposes of this Section 1311, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1311, the “Parachute Value” of a Payment means the present value as of the date of the change in of control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 11(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a11(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 11 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Holding Company or the Bank to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986Code, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments to the EmployeeExecutive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change Change in control transactionControl, reducing the latest amounts to be paid first, as determined by a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Holding Company, the Bank and the Executive (the “Determination Firm (as defined in Section 13(b) belowFirm”). For purposes of this Section 139, present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 139, the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 139, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made in writing in good faith by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) Firm which shall provide detailed supporting calculations both to the Company Holding Company, the Bank and the Employee Executive within 15 fifteen (15) business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyHolding Company or the Bank. All fees and expenses of the Determination Firm shall be borne solely by the CompanyHolding Company or the Bank. Any determination by the Determination Firm shall be binding upon the Company Holding Company, the Bank and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a9(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company or the Bank to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee Feehan (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payments to the EmployeeFeehan, a calculation shall be made comparing (i) the net after-tax benefit to the Employee ▇▇▇▇▇▇ of the Payments after payment by the Employee ▇▇▇▇▇▇ of the Excise Tax, to (ii) the net after-tax benefit to the Employee ▇▇▇▇▇▇ if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b9(b) below). For purposes of this Section 1312, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 1312, the “Parachute Value” of a Payment means the present value as of the date of the change Change in control transaction Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1312, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee Feehan (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee Feehan within 15 business days after the receipt of notice from the Employee ▇▇▇▇▇▇ that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the EmployeeFeehan. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee ▇▇▇▇▇▇ was entitled to, but did not receive pursuant to Section 13(a12(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee ▇▇▇▇▇▇ but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 12 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything a. Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to you or for the your benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments Payment to the Employeeyou, a calculation shall be made comparing (i) the net after-tax benefit to the Employee you of the Payments Payment after payment by the Employee of your liability for the Excise Tax, to (ii) the net after-tax benefit to the Employee you if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, in such a manner as to maximize the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present economic value of such all Payments made to you, determined by the Accounting Firm (as defined below) as of the date of the change Change in control transaction, as determined Control using the discount rate required by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including b. The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, Section 7(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee other nationally recognized entity that regularly performs such calculations for large publicly traded companies (the “Determination Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall be binding upon the Company you and the EmployeeCompany. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that (i) Payments to which the Employee was entitled toyou were entitled, but did not receive pursuant to Section 13(a7(a), could have been made without the imposition of the Excise Tax (the amounts of such erroneously forgone Payments, collectively the “Underpayment”) or (ii) Payments that you did receive resulted in total Payments in excess of the Reduced Amount (the amounts of such erroneously paid Payments, collectively the “Overpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall determine the amount of the any Underpayment or Overpayment that has occurred and any occurred. Any such Underpayment shall be promptly paid by the Company to you or for the benefit of the Employee your benefit, but no later than March 15 December 31st of the year after the year in which the Underpayment is determined determined. The amount of any Overpayment shall be promptly repaid by you to existthe Company, which with interest at the applicable federal rate from the date of the erroneous Payment to the date the Overpayment is when repaid, within 30 days following the legally binding right date you are notified by the Accounting Firm of the amount of the Overpayment; provided that, if your employment has not then terminated, the Company may alternatively make appropriate adjustments to your on-going compensation, to the extent permitted in a manner consistent with Section 409A, to address such Underpayment arisesOverpayment. (c) In the event that c. If the provisions of Code Section Sections 280G and 4999 of the Code or any successor provisions are repealed without succession, this Section 13 7 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything any other contrary provisions in this Agreement to the contraryany plan, in the event it shall be determined that any payment program or distribution by the Company to or for the benefit policy of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) wouldCompany, if paidall or any portion of the benefits payable under this Agreement, be subject either alone or together with other payments and benefits which Executive receives or is entitled to receive from the excise tax (Company, would constitute a “parachute payment” within the “Excise Tax”) imposed by meaning of Section 4999 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior the Company shall reduce Executive’s payments and benefits payable under this Agreement to the making of any Payments extent necessary so that no portion thereof shall be subject to the Employeeexcise tax imposed by Section 4999 of the Code, a calculation shall be made comparing (i) but only if, by reason of such reduction, the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to (ii) shall exceed the net after-tax benefit to if such reduction were not made. “Net after-tax benefit” for these purposes shall mean the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under sum of (i) above is less than the total amount calculated payable to Executive under the Agreement, plus (ii) aboveall other payments and benefits which Executive receives or is then entitled to receive from the Company that, then alone or in combination with the Payments shall be limited to payments and benefits payable under the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunderAgreement, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes would constitute a “parachute payment” within the meaning of Section 280G of the Code (each such benefit hereinafter referred to as an “Additional Parachute Payment”), less (iii) the amount of federal income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based upon the rate in effect for such year as set forth in the Code at the time of the payment under the Agreement), less (iv) the amount of excise taxes imposed with respect to the payments and benefits described in (i) and (ii) above by Section 280G(b)(2) 4999 of the Code, as determined by . The parachute payments reduced shall be those that provide Executive the Determination Firm for purposes of determining whether best economic benefit and to what the extent any parachute payments are economically equivalent with each other, each shall be reduced pro rata; provided, however, that Executive may elect to have the Excise Tax will apply non-cash payments and benefits due Executive reduced (or eliminated) prior to such Paymentany reduction of the cash payments due under this Agreement. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, 10 shall be made by an independent, nationally recognized the accounting firm that was the Company’s independent auditor prior to the Change of Control or compensation consulting firm mutually any other third party acceptable to Executive and the Company and the Employee (the “Determination Accounting Firm”) which ). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the CompanyExecutive. All fees and expenses of the Determination Accounting Firm shall be borne solely by the CompanyCompany as set forth in Section 11(b) hereof. Any Absent manifest error, any determination by the Determination Accounting Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In For purposes of determining whether and the event extent to which any payments would constitute a “parachute payment” (i) no portion of any payments or benefits that Executive shall have waived at such time and in such manner as not to constitute a “payment” within the provisions meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected by the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the excise tax, no portion of such payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (within the meaning set forth in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, and 4999 (iii) the value of any non-cash benefit or any successor provisions are repealed without succession, this Section 13 deferred payment or benefit included in the payments shall be determined by the Accounting Firm in accordance with the principles of no further force or effectSections 280G(d)(3) and (4) of the Code.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) Payment would, if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to or for the Employeebenefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Employee Executive of the Payments after payment by the Employee Executive of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change a Change in control transactionControl, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 1310, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 1310, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, a nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company Employer and the Employee Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company Employer and the Employee Executive within 15 business days after the receipt of notice from the Employee Executive that a Payment is due to be made, or such earlier time as is requested by the CompanyEmployer. All fees and expenses of the Determination Firm shall be borne solely by the CompanyEmployer. Any determination by the Determination Firm shall be binding upon the Company Employer and the EmployeeExecutive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee Executive was entitled to, but did not receive pursuant to Section 13(a10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Employee Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 10 shall be of no further force or effect. In the event the provisions of Code Section 280G or 4999 are modified, this Section 10 shall be modified accordingly.

Mandatory Reduction of Payments in Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to the Employee, a calculation shall be made comparing (i) the net after-tax benefit to the Employee of the Payments after payment by the Employee of the Excise Tax, to to (ii) the net after-tax benefit to the Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 13, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Employee was entitled to, but did not receive pursuant to Section 13(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall be of no further force or effect.

Mandatory Reduction of Payments in Certain Events. Any payments made to Executive under this Agreement will be made with the Executive’s best interests in mind related to the excise tax imposed by Code Section 4999 (the “Excise Tax”). (a) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in the event if it shall be is determined that any benefit, payment or distribution by the Company to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as a “PaymentsPayment”) would, if paid, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior before making the Payment to the making of any Payments to the EmployeeExecutive, a calculation shall will be made comparing (i) the net after-tax benefit to the Employee Executive of the all Payments after payment by the Employee of the Excise Tax, to (ii) the net after-tax benefit to the Employee Executive if the Payments Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall will be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The In that event, Executive will direct which Payments are to be reduced and any such reduction of the Payments due hereunder, if applicable, shall will be made by first reducing cash Payments and then, so as not to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change in control transaction, as determined by the Determination Firm (as defined in violate Code Section 13(b) below). For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 13, the “Parachute Value” of a Payment means the present value as of the date of the change in control transaction of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.409A. (b) All determinations required to be made under this Section 13, including The determination of whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amountsuch Excise Tax, and the assumptions calculation of the amounts referred to be utilized in arriving at such determinations, shall Section 8(a)(i) and (ii) above will be made by an independentthe Company’s regular independent accounting firm at the expense of tie Company or, at the election and expense of Executive, another nationally recognized independent accounting firm or compensation consulting firm mutually acceptable to the Company and the Employee (the “Determination Accounting Firm”) which shall will provide detailed supporting calculations both to the Company and the Employee within 15 business days after the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Companycalculations. Any determination by the Determination Accounting Firm shall will be binding upon the Company and the EmployeeExecutive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Determination Accounting Firm hereunder, it is possible that Payments to which the Employee Executive was entitled toentitled, but did not receive pursuant to Section 13(a8(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Accounting Firm shall will determine the amount of the Underpayment that has occurred and any such Underpayment shall will be promptly paid by the Company to or for the benefit of the Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arisesExecutive. (c) In the event that If the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 13 shall 8 will be of no further force or effect.