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

Limitations on Payments Related to Change in Control. Notwithstanding any other provision of this Agreement: (1) the Change in Control Payment 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 of 1986, as amended (the "Internal Revenue Code"); (2) the Change in Control Payment will be reduced by any salary that Executive receives from the Bank or its successor after the Change in Control; and (3) Executive's right to receive the Change in Control Payment terminates (i) immediately, if before the Change in Control transaction closes, Executive terminates his employment without Good Reason or the Bank terminates Executive's employment for Cause, or (ii) one year after a Change in Control occurs.

Limitations on Payments Related to Change in Control. Notwithstanding any other provision of this Agreement: (1) the Change in Control Payment 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 of 1986, as amended (the "“Internal Revenue Code"”); (2) the Change in Control Payment will be reduced by any salary that Executive receives from the Bank or its successor after the Change in Control; and (3) Executive's ’s right to receive the Change in Control Payment terminates (i) immediately, if before the Change in Control transaction closes, Executive terminates his employment without Good Reason or the Bank terminates Executive's ’s employment for Cause, or (ii) one year after a Change in Control occurs.