Common use of Calculation of the Change of Control Payment Clause in Contracts

Calculation of the Change of Control Payment. For the purposes of this Agreement, the “Change of Control Payment” shall be a lump sum payment in cash in the amount of $1.00 less than three times the Executive’s base amount of compensation (Internal Revenue Code Section 280G(b)(2)(A)(ii)). The term “base amount,” referred to in this provision, is the Executive’s annualized includible compensation for a base period, consisting of the most recent five tax years ending before the date on which the Change of Control of the Company, the Bank, or any other subsidiary bank controlled by the Company was completed, or the portion of this period during which the Executive performed personal services for or was an employee of the Company and/or the Bank (Code Section 280G(b)(3) and (d)). “Annualized includible compensation” for the base period is the average annual aggregate compensation that was payable by the Company and the Bank and includible by the Executive in gross income for the tax years of the base period (Code Section 280G(d)(1)).

Calculation of the Change of Control Payment. For the purposes of this Agreement, the “Change of Control Payment” shall be a lump sum payment in cash in the amount of $1.00 less than three times the Executive’s base amount of compensation (Internal Revenue Code Section 280G(b)(2)(A)(ii)). The term “base amount,” referred to in this provision, is the Executive’s annualized includible compensation for a base period, consisting of the most recent five tax years ending before the date on which the Change of Control of the Company, the Bank, or any other subsidiary bank controlled by the Company was completed, or the portion of this period during which the Executive performed personal services for or was an employee of the Company and/or the Bank (Code Section 280G(b)(3) and (d)). “Annualized includible compensation” for the base period is the average annual aggregate compensation that was payable by the Company and the Bank and includible by the Executive in gross income for the tax years of the base period (Code Section 280G(d)(1)). The term “Code” means the Internal Revenue Code and any successor federal tax law.

Calculation of the Change of Control Payment. For the purposes of this Agreement, the “"Change of Control Payment” " shall be a lump sum payment in cash in the amount of $1.00 less than three times the Executive’s 's base amount of compensation (Internal Revenue Code Section 280G(b)(2)(A)(ii)). The term “"base amount,” " referred to in this provision, is the Executive’s 's annualized includible compensation for a base period, consisting of the most recent five tax years ending before the date on which the Change of Control of the Company, the Bank, or any other subsidiary bank controlled by the Company was completed, or the portion of this period during which the Executive performed personal services for or was an employee of the Company and/or the Bank (Code Section 280G(b)(3) and (d)). “"Annualized includible compensation” " for the base period is the average annual aggregate compensation that was payable by the Company and the Bank and includible by the Executive in gross income for the tax years of the base period (Code Section 280G(d)(1)).