The Company, the Bank and Consultant acknowledge that this Agreement is in documentary compliance with Section 409A of the Code. However, in the event that any payments or benefits under this Agreement are deemed to be subject to any excise taxes, including any penalties or interest, imposed under Section 409A of the Code by the Internal Revenue Service (“ 409A Penalties ”), Consultant shall be solely responsible for the payment of the 409A Penalties to the Internal Revenue Service. In addition, Consultant hereby forever releases, waives, discharge and acquits the Company, the Bank and their successors and assigns and the Company’s and the Bank’s directors officers, employees and agents, affiliates, subsidiaries, and the heirs and assigns of all of them, from any claim that Consultant, Consultant’s heirs, successors and assigns may have related to the recovery or reimbursement of any 409A Penalties that may be incurred by Consultant or Consultant’s heirs, successors or assigns. Similarly, the Bank, the Company and their successors and assigns hereby forever releases, waives, discharge and acquits Consultant and Consultant’s heirs, successors and assigns from any claim that the Bank or the Company (including any affiliates and successors) may have related to the recovery or reimbursement of any penalty imposed by the Internal Revenue Service for the failure to comply with the reporting and withholding requirements under Section 409A of the Code.