Common use of Limitations on Payments Related to Change in Control Clause in Contracts

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this Agreement: (1) the total of the payments and benefits described in Section 9.(d)(3) will be less than the amount that would cause it to be a "parachute payment" within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code; (2) the payments and benefits described in Section 9.(d)(3) will be reduced by any compensation (in the form of cash or other benefits) received by Symmes from the Bank or its successor after the Change in Control; and (3) Symmes' right to receive the payments and benefits described in Section 9.(d)(3) terminates (i) immediately, if before the Change in Control transaction closes, Symmes terminates his employment without Good Reason or the Bank terminates Symmes' employment for Cause, or (ii) one year after a Change in Control occurs.

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this Agreement: (1) the total of the payments and benefits described in Section 9.(d)(39(d)(3) will be less than the amount that would cause it them to be a "parachute payment" within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code; (2) the payments and benefits described in Section 9.(d)(39(d)(3) will be reduced by any compensation (in the form of cash or other benefits) received by Symmes Flanders from the Bank or its successor after the Change in Control; and (3) SymmesFlanders' right to receive the payments and benefits described in Section 9.(d)(39(d)(3) terminates (i) immediately, if before the Change in Control transaction closes, Symmes Flanders terminates his employment without Good Reason or the Bank terminates SymmesFlanders' employment for Cause, or (ii) one year after a Change in Control occurs.