the greatest after-tax amount payable to the Executive after taking into account any excise tax imposed under Section 4999 of the Code on the Total Payments.

Plan Year shall be subject to the ten percent (10%) Employer excise tax imposed by Code §4979.

“Tax Stamps” shall mean all tax stamps, excise tax stamps, adhesive stamps, meter stamps and similar stamps, which in each case evidence the valid and effective payment of cigarette taxes to applicable Governmental Authorities.

of the Code, and # but for this Section IV would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then the Employee’s Payments hereunder shall be either # provided to the Employee in full, or # provided to the Employee as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by the Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. In the event that the payments and/or benefits are to be reduced pursuant to this Section IV, such payments and benefits shall be reduced such that the reduction of compensation to be provided to the Employee as a result of this Section IV is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section IV shall be made in writing in good faith by a nationally recognized accounting firm selected by the Company (the “Accountants”). The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section IV.

Excise tax after 2 1/2 months (or 6 months). Any Excess Contributions (and "income") which are distributed after 2 1/2 months, or 6 months with respect to a Plan Year in which the EACA requirements of Section 12.2 are met, after the end of the Plan Year are subject to a ten percent (10%) Employer excise tax imposed by Code §4979.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee # constitute “parachute payments” within the meaning of Section 280G of the Code, and # would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Employee’s benefits under this Agreement shall be either

Anything in this Plan to the contrary notwithstanding, in the event PricewaterhouseCoopers LLP or such other accounting firm selected by the Company prior to the Change in Control (the “Accounting Firm”) shall determine that receipt of all Payments would subject the Participant to the Excise Tax, a calculation shall be made comparing # the estimated Net Benefit after payment of the Excise Tax to # the estimated Net Benefit if the Payments are reduced to the extent necessary to ensure that no portion of the Payments is subject to the Excise Tax. Only if the estimated Net Benefit under # above is less than the estimated Net Benefit under # above will the Payments be reduced (but not below zero) to meet the definition of Reduced Amount. For the avoidance of doubt, the Company may, in its sole discretion, take such steps as it deems appropriate to mitigate application of the Excise Tax.

Anything in this Plan to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of a Participant (whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payment to the Participant, a calculation shall be made comparing # the net benefit to the Participant of the Payment after payment of the Excise Tax, to # the net benefit to the Participant if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under # above is less than the amount calculated under # above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax. In that event, the reduction of payments due hereunder shall be made in the order that would provide the Participant with the largest net after-tax benefit. The Participant shall at any time have the unilateral right to forfeit any equity grant in whole or in part.

Reimbursement for the monthly COBRA premium paid by the Participant for the Participant and the Participant’s eligible dependents for the twelve (12)-month period following the date of the Qualifying Termination (the “Benefit Reimbursement”). Notwithstanding the foregoing, the Bank’s obligation to make payments under this [Section 4.1(b)] is subject to the Bank’s reasonable determination that providing such payments does not violate applicable law or give rise to any penalty or excise tax under applicable law. If the Bank reasonably determines that providing such payments may violate applicable law or give rise to a penalty or excise tax under applicable law, the Bank shall reform this [Section 4.1(b)] in a manner as is necessary to avoid such penalty or excise tax or make an after-tax payment to the Participant in an amount that is equal to the monthly COBRA premium that the Participant would be required to pay to continue the Participant’s group health coverage in effect on the date of the Participant’s Termination of Employment for the twelve (12)-month period following the date of the Participant’s Termination of Employment (less any payments that have already been made pursuant the first sentence of this [Section 4.1(b)] prior to such determination by the Bank). Subject to [Section 9.11], the Benefit Reimbursement shall be paid to the Participant no later than the fifteenth (15th) day of the month immediately following the month in which the Participant timely remits the premium payment.

delivered as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax,