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) If the total of the payments and benefits described in Section 10.b will be an amount that would cause them to be a “parachute payment” within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code (a “Parachute Payment Amount”), then such payment(s) shall be reduced so that the total amount thereof is $1 less than the Parachute Payment Amount (provided that in the event of such a reduction, the Bank’s accountants shall determine which benefits shall be reduced, and in no event shall the foregoing be interpreted or administered so as to result in an acceleration of payment or further deferral of payment of any amounts in violation of Section 409A); and (2) Executive’s right to receive the payments and benefits described in Section 10.b terminates immediately if before the Change in Control transaction closes, Executive terminates his employment without Good Reason or the Bank or the Corporation terminates Executive’s employment for Cause.