Common use of Certain Adjustments of Payment Amount Clause in Contracts

Certain Adjustments of Payment Amount. If it is determined that any payment or distribution by the 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) is subject to the limitations of section 280G of the Internal Revenue Code (the “Code”) (a “Parachute Payment”), the following provisions will apply: (i) If the aggregate present value of Parachute Payments is less than or equal to the 280G limit, then no adjustment to the amount of such Parachute Payments shall be made. (ii) If the aggregate present value of Parachute Payments is greater than the 280G limit, but equal to or less than 110% of the 280G limit, such Parachute Payments shall be reduced to an amount, the present value of which maximizes the aggregate present value of Parachute Payments without causing such Parachute Payments to exceed the 280G limit. (iii) If the aggregate present value of Parachute Payments is greater than 110% of the 280G limit, the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any excise tax imposed by Code section 4999 or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”) imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Parachute Payments. For purposes of this Section 3.8, “present value” shall be determined in accordance with Code section 280G(d)(4), and the “280G limit” is the amount that can be paid under this Agreement or otherwise without causing any amount to be nondeductible under Code section 280G or subject to excise tax under section 4999.

Certain Adjustments of Payment Amount. If it is determined that any payment or distribution by the 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) is subject to the limitations of section Section 280G of the Internal Revenue Code (the “Code”) (a “Parachute Payment”), the following provisions will apply: (i) If the aggregate present value of Parachute Payments is less than or equal to the 280G limit, then no adjustment to the amount of such Parachute Payments shall be made. (ii) If the aggregate present value of Parachute Payments is greater than the 280G limit, but equal to or less than 110% of the 280G limit, such Parachute Payments shall be reduced to an amount, the present value of which maximizes the aggregate present value of Parachute Payments without causing such Parachute Payments to exceed the 280G limit. (iii) If the aggregate present value of Parachute Payments is greater than 110% of the 280G limit, the Employee Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Employee Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any excise tax imposed by Code section Section 4999 or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”) imposed upon the Gross-Up Payment, the Employee Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Parachute Payments. For purposes of this Section 3.8, “present value” shall be determined in accordance with Code section Section 280G(d)(4), and the “280G limit” is the amount that can be paid under this Agreement or otherwise without causing any amount to be nondeductible under Code section Section 280G or subject to excise tax under section Code Section 4999.

Certain Adjustments of Payment Amount. If it is determined that any payment or distribution by the 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) is subject to the limitations of section Section 280G of the Internal Revenue Code (the “Code”) (a “Parachute Payment”), the following provisions will shall apply: (i) If the aggregate present value of Parachute Payments is less than or equal to the 280G limit, then no adjustment to the amount of such Parachute Payments shall be made. (ii) If the aggregate present value of Parachute Payments is greater than the 280G limit, but equal to or less than 110% of the 280G limit, such Parachute Payments shall be reduced to an amount, the present value of which maximizes the aggregate present value of Parachute Payments without causing such Parachute Payments to exceed the 280G limit. (iii) If the aggregate present value of Parachute Payments is greater than 110% of the 280G limit, the Employee Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Employee Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any excise tax imposed by Code section Section 4999 or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”) imposed upon the Gross-Up Payment, the Employee Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Parachute Payments. For purposes of this Section 3.8, “present value” shall be determined in accordance with Code section Section 280G(d)(4), and the “280G limit” is the amount that can be paid under this Agreement or otherwise without causing any amount to be nondeductible under Code section Section 280G or subject to excise tax under section Code Section 4999.

Certain Adjustments of Payment Amount. If it is determined that any payment or distribution distribution, or any acceleration of vesting of any benefit or award, by the 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) is subject to the limitations of section 280G of the Internal Revenue Code (the “Code”) (a “Parachute Payment”), the following provisions will apply: (i) If the aggregate present value of Parachute Payments is less than or equal to the 280G limit, then no adjustment to the amount of such Parachute Payments shall be made. (ii) If the aggregate present value of Parachute Payments is greater than the 280G limit, but equal to or less than 110% of the 280G limit, such Parachute Payments shall be reduced to an amount, the present value of which maximizes the aggregate present value of Parachute Payments without causing such Parachute Payments to exceed the 280G limit. (iii) If the aggregate present value of Parachute Payments is greater than 110% of the 280G limit, the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any excise tax imposed by Code section Section 4999 or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”) imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Parachute Payments. For purposes of this Section 3.8, “present value” shall be determined in accordance with Code section Section 280G(d)(4), and the “280G limit” is the amount that can be paid under this Agreement or otherwise without causing any amount to be nondeductible under Code section Section 280G or subject to excise tax under section Section 4999. The payment of a Gross-up Payment under this Section shall in no event be conditioned upon the Employee’s termination of employment.

Certain Adjustments of Payment Amount. If it is determined that any payment or distribution in the nature of compensation by the Employer Bank to or for the benefit of the Employee Executive (whether paid or payable or distributed or distributable made pursuant to the terms of this Agreement or otherwise) is subject to the limitations of section 280G of the Internal Revenue Code (the “"Code”") (a “"Parachute Payment”"), the following provisions will apply: (i) If the aggregate present value of Parachute Payments is less than or equal to the 280G limit, then no adjustment to the amount of such Parachute Payments shall be made. (ii) If the aggregate present value of Parachute Payments is greater than the 280G limit, but equal to or less than 110% of the 280G limit, such Parachute Payments shall be reduced to an amount, the present value of which maximizes the aggregate present value of Parachute Payments without causing such Parachute Payments to exceed the 280G limit. (iii) If the aggregate present value of Parachute Payments is greater than 110% of the 280G limit, the Employee Executive shall be entitled to receive an additional payment (a “"Gross-Up Payment”) "). in an amount such that after payment by the Employee Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any excise tax imposed by Code section 4999 or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”") imposed upon the Gross-Up Payment, the Employee Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Parachute Payments. For purposes of this Section 3.8, “present value” shall be determined in accordance with Code section 280G(d)(4), and the “280G limit” is the amount that can be paid under this Agreement or otherwise without causing any amount to be nondeductible under Code section 280G or subject to excise tax under Code section 4999.