Common use of 280G Cutback Clause in Contracts

280G Cutback. It is the intention of the parties that no payment be made or benefit provided to the Executive pursuant to this Agreement or any other agreement between the Executive and the Bank that would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code and any regulations thereunder (“Code Section 280G”), thereby resulting in a loss of an income tax deduction by the Bank or the imposition of an excise tax on the Executive under Section 4999 of the Internal Revenue Code. If the independent accountants serving as auditors for the Bank on the date of a change of control within the meaning of Code Section 280G (or any other accounting firm designated by the Bank) determine that some or all of the payments or benefits scheduled under this Agreement, as well as any other payments or benefits on such change of control, would be nondeductible by the Bank under Code Section 280G, then the payments scheduled under this Agreement and all other agreements between the Executive and the Bank will be reduced to one dollar less than the maximum amount which may be paid without causing any such payment or benefit to be nondeductible. The determination made as to the reduction of benefits or payments required hereunder by the independent accountants shall be binding on the parties. Any reduction of benefits or payments required to be made under this Section 10(b) shall be taken in the following order: first from cash compensation, and then from stock, in each case in reverse order beginning with payments or benefits which are to be paid the furthest in time from the date of such determination.

280G Cutback. It is the intention of the parties that no payment be made or benefit provided to the Executive pursuant to this Agreement or any other agreement between the Executive and the Bank Company that would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code and any regulations thereunder (“Code Section 280G”), thereby resulting in a loss of an income tax deduction by the Bank Company or the imposition of an excise tax on the Executive under Section 4999 of the Internal Revenue Code. If the independent accountants serving as auditors for the Bank Company on the date of a change of control within the meaning of Code Section 280G (or any other accounting firm designated by the BankCompany) determine that some or all of the payments or benefits scheduled under this Agreement, as well as any other payments or benefits on such change of control, would be nondeductible by the Bank Company under Code Section 280G, then the payments scheduled under this Agreement and all other agreements between the Executive and the Bank Company will be reduced to one dollar less than the maximum amount which may be paid without causing any such payment or benefit to be nondeductible. The determination made as to the reduction of benefits or payments required hereunder by the independent accountants shall be binding on the parties. Any reduction of benefits or payments required to be made under this Section 10(b) shall be taken in the following order: first from cash compensation, and then from stock, in each case in reverse order beginning with payments or benefits which are to be paid the furthest in time from the date of such determination.