Common use of Adjustment of Certain Payments and Benefits Clause in Contracts

Adjustment of Certain Payments and Benefits. a. In the event that payments pursuant to this Agreement (including, without limitation, any payment under any plan, program, or arrangement referred to in Section 5 or 6 hereof) would result in the imposition of a penalty tax pursuant to Section 280G, such payments shall be reduced to equal the maximum amount which may be paid under Section 280G without exceeding such limits. In the event any such reduction in payments is necessary, the Officer may determine, in his sole discretion, which categories of payments (including, without limitation, the value of benefits or of acceleration of vesting or receipt of benefits or amounts) are to be reduced or eliminated. b. Payments made to the Officer pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA (12 U.S.C. (S) 1828 (k), relating to "golden parachute" and indemnification payments and certain other benefits.

Adjustment of Certain Payments and Benefits. a. In the event that payments pursuant to this Agreement (including, without limitation, any payment under any plan, program, or arrangement referred to in Section 5 or 6 hereof) would result in the imposition of a penalty tax pursuant to Section 280G, such payments shall be reduced to equal the maximum amount which may be paid under Section 280G without exceeding such limits. In the event any such reduction in payments is necessary, the Officer may determine, in his her sole discretion, which categories of payments (including, without limitation, the value of benefits or of acceleration of vesting or receipt of benefits or amounts) are to be reduced or eliminated. b. Payments made to the Officer pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA (12 U.S.C. (S) 1828 (k), relating to "golden parachute" and indemnification payments and certain other benefits.