Common use of Certain Reduction of Payments by the Bank Clause in Contracts

Certain Reduction of Payments by the Bank. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be nondeductible (in whole or part) by the Bank for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced to the Reduced Amount. The “Reduced Amount” shall be an amount, not less than zero, expressed in present value, which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank because of Section 280G of the Code. For purposes of this Section 5, present value shall be determined in accordance with Section 280G(d)(4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be nondeductible (in whole or part) by the Bank for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “"Agreement Payments”") shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be an amount, not less than zero, expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank because of Section 280G of the Code. For purposes of this Section 54, present value shall be determined in accordance with Section 280G(d)(4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be nondeductible (in whole or part) by the Bank for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced to the Reduced Amount. The “Reduced Amount” shall be an amount, not less than zero, expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank because of Section 280G of the Code. For purposes of this Section 59, present value shall be determined in accordance with Section 280G(d)(4280G (d) (4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. (i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank Company or its Consolidated Subsidiaries to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be nondeductible (in whole or part) by the Bank Company on a consolidated basis for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced to the Reduced Amount. The “Reduced Amount” shall be an amount, not less than zero, expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank Company because of Section 280G of the Code. For purposes of this Section 57(c), present value shall be determined in accordance with Section 280G(d)(4280G(d)(3) and (4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be nondeductible (in whole or part) by the Bank for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “"Agreement Payments”") shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be an amount, not less than zero, expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank because of Section 280G of the Code. For purposes of this Section 5, present value shall be determined in accordance with Section 280G(d)(4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. Anything in this Agreement (i) In the event that the aggregate payments or benefits to be provided to the contrary notwithstandingEmployee pursuant to this Agreement, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of together with other payments and benefits which the Employee (whether paid has a right to receive from the Company or payable its Consolidated Subsidiaries or distributed or distributable pursuant any their successors are deemed to the terms of this Agreement or otherwise) (a “Payment”) would be nondeductible (parachute payments as defined in whole or part) by the Bank for Federal income tax purposes because of Section 280G of the CodeCode or any successor thereto (the “Severance Benefits”), then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced to the Reduced Amount. The “Reduced Amount” shall be an amount, not less than zero, expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment Severance Benefits to be nondeductible by the Bank Company because of Section 280G of the Code. For purposes of this Section 53(b), present value shall be determined in accordance with Section 280G(d)(4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be nondeductible (in whole or part) by the Bank for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced to the Reduced Amount. The “Reduced Amount” shall be an amount, not less than zero, expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank because of Section 280G of the Code. For purposes of this Section 54, present value shall be determined in accordance with Section 280G(d)(4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be nondeductible (in whole or part) by the Bank for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “"Agreement Payments”") shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be an amount, not less than zero, expressed in present value, which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank because of Section 280G of the Code. For purposes of this Section 5, present value shall be determined in accordance with Section 280G(d)(4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be nondeductible (in whole or in part) by the Bank for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “"Agreement Payments”") shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be an amount, not less than zero, expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank because of Section 280G of the Code. For purposes of this Section 59, present value shall be determined in accordance with Section 280G(d)(4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be nondeductible (in whole or part) by the Bank for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “"Agreement Payments”") shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be an amount, not less than zero, expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank because of Section 280G 28OG of the Code. For purposes of this Section 54, present value shall be determined in accordance with Section 280G(d)(428OG(d)(4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be nondeductible (in whole or part) by the Bank for Federal income tax purposes because of Section 280G 28OG of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “"Agreement Payments”") shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be an amount, not less than zero, expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank because of Section 280G 28OG of the Code. For purposes of this Section 54, present value shall be determined in accordance with Section 280G(d)(428OG(d)(4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. (i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be nondeductible (in whole or part) by the Bank for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced to the Reduced Amount. The “Reduced Amount” shall be an amount, not less than zero, expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank Association because of Section 280G of the Code. For purposes of this Section 57(c), present value shall be determined in accordance with Section 280G(d)(4280G(d)(3) and (4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be nondeductible (in whole or part) by the Bank for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “"Agreement Payments”") shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be an amount, not less than zerozero (0), expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank because of Section 280G of the Code. For purposes Purposes of this Section 59, present value shall be determined in accordance with Section 280G(d)(4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be nondeductible (in whole or part) by the Bank for Federal income tax purposes because of Section 280G of the Internal Revenue Code ("Code"), then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “"Agreement Payments”") shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be an amount, not less than zero, expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank because of Section 280G of the Code. For purposes of this Section 52, present value shall be determined in accordance with Section 280G(d)(4280G(d) (4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “'Payment”") would be nondeductible (in whole or part) by the Bank for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “"Agreement Payments”") shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be an amount, not less than zero, expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank because of Section 280G of the Code. For purposes of this Section 52, present value shall be determined in accordance with Section 280G(d)(4280G(d) (4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be nondeductible (in whole or part) by the Bank for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced to the Reduced Amount. The “Reduced Amount” shall be an amount, not less than zero, expressed in present value, which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank because of Section 280G of the Code. For purposes of this Section 5, present value shall be determined in accordance with Section 280G(d)(4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank or the Holding Company, as appropriate, to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be nondeductible (in whole or part) by the Bank employer for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “"Agreement Payments”") shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be an amount, not less than zerozero (0), expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank employer because of Section 280G of the Code. For purposes of this Section 59, present value shall be determined in accordance with Section 280G(d)(4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. (i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank Company or its Consolidated Subsidiaries to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be nondeductible (in whole or part) by the Bank Company on a consolidated basis for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced to the Reduced Amount. The “Reduced Amount” shall be an amount, not less than zero, expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank Company because of Section 280G of the Code. For purposes of this Section 53(b), present value shall be determined in accordance with Section 280G(d)(4280G(d)(3) and (4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.

Certain Reduction of Payments by the Bank. (A) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Bank to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be nondeductible (in whole or part) by the Bank for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such amounts payable or distributable pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced to the Reduced Amount. The “Reduced Amount” shall be an amount, not less than zero, expressed in present value, value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Bank because of Section 280G of the Code. For purposes of this Section 54, present value shall be determined in accordance with Section 280G(d)(4) of the Code, or its successor. The Bank shall determine the reductions in such a manner that to the extent possible, the provisions of Section 409A of the Code are not violated.