Common use of CHANGE OF CONTROL RELATED PROVISIONS Clause in Contracts

CHANGE OF CONTROL RELATED PROVISIONS. 3.1 In each calendar year that Executive is entitled to receive payments or benefits under the provisions of this Change of Control Agreement, as well as any other payment in the nature of compensation made by the Company and the Bank to (or for the benefit of) Executive, the Bank or the Company shall determine if an excess parachute payment (as defined in Section 4999 of the Code, and any successor provision thereto) exists. Such determination shall be made after taking any reductions permitted pursuant to Section 280G of the Code and the regulations thereunder. Any amount determined to be an excess parachute payment after taking into account such reductions shall be hereafter referred to as the "Initial Excess Parachute Payment." As soon as practicable after a Change of Control, the Initial Excess Parachute Payment shall be determined. Within five (5) days of Executive's termination of employment following a Change of Control, the Bank shall pay Executive, subject to applicable withholding requirements under applicable state or federal law, an amount equal to: 3.1.1 twenty (20) percent of the Initial Excess Parachute Payment (or such other amount equal to the tax imposed under Section 4999 of the Code); and 3.1.2 such additional amount (tax allowance) as may be necessary to compensate Executive for the payment by Executive of federal and state income taxes, federal employment taxes, adjusted gross income phase out of itemized deductions and excise taxes on the payment provided under Section 3.1.1 and on any payments under this Section 3.1.

CHANGE OF CONTROL RELATED PROVISIONS. 3.1 In each calendar year that Executive is entitled to receive payments or benefits under the provisions of this Change of Control Agreement, Employment Agreement as well as any other payment in the nature of compensation made by the Holding Company and the Bank to (or for the benefit of) Executive, the Bank or the Holding Company shall determine if an excess parachute payment (as defined in Section 4999 of the CodeInternal Revenue Code of 1986, as amended, and any successor provision thereto, (the "Code")) exists. Such determination shall be made after taking any reductions permitted pursuant to Section 280G of the Code and the regulations thereunder. Any amount determined to be an excess parachute payment after taking into account such reductions shall be hereafter referred to as the "Initial Excess Parachute Payment." ". As soon as practicable after a Change of in Control, the Initial Excess Parachute Payment shall be determined. Within five (5) days Upon the Date of Executive's termination of employment Termination following a Change of in Control, the Bank Holding Company shall pay Executive, subject to applicable withholding requirements under applicable state or federal law, an amount equal to: 3.1.1 (1) twenty (20) percent of the Initial Excess Parachute Payment (or such other amount equal to the tax imposed under Section 4999 of the Code); and 3.1.2 (2) such additional amount (tax allowance) as may be necessary to compensate Executive for the payment by Executive of state and federal and state income taxes, federal employment taxes, adjusted gross income phase out of itemized deductions and excise taxes on the payment provided under Section 3.1.1 Clause (1) and on any payments under this Section 3.1.Clause (2). In computing such tax allowance, the payment to be made under Clause (1) shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows: