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

Certain Reduction of Payments by the Bank. (i) In the event that the aggregate payments or benefits to be provided to the Employee pursuant to this Agreement, together with other payments and benefits which the Employee has a right to receive from the Company or its Consolidated Subsidiaries or any their successors are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereto (the “Severance Benefits”), then the net-after-tax benefit of the Severance Benefits without reduction shall be compared to the net-after-tax benefit of the Severance Benefits if such Severance Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three times the Employee’s “base amount,” as determined in accordance with Section 280G of the Code. If the Non-Triggering Amount less the product of the Tax Rate (as defined below) would be greater than the aggregate value of the Severance Benefits (without such reduction) minus (i) the amount of the excise tax required to be paid by the Employee thereon by Section 4999 of the Code and further minus (ii) the product of the Severance Benefits (without such reduction) and the Tax Rate, then the Severance Benefits shall be reduced to the Non-Triggering Amount; otherwise, the Employee shall be entitled to receive the full amount of the Severance Benefits and shall be responsible for paying the excise tax imposed by Section 4999 of the Code. For purposes of this section, “Tax Rate” shall mean the sum of (a) the highest marginal federal, state and local income tax rates applicable to the Employee, and (b) the Social Security and Medicare tax rates applicable to such payment, as adjusted for any phase out of federal tax deductions and any benefit associated with state or local tax deductions. If the Severance Benefits are required to be reduced to the Non-Triggering Amount, then the cash severance shall be reduced first, followed by a reduction in the fringe benefits to be provided in kind. Nothing contained in this Section 7(d)(i) shall result in a reduction of any payments or benefits to which the Employee may be entitled upon termination of employment under any circumstances other than as specified in this Section 7(d)(i), or a reduction in the payments and benefits specified in Section 7(b) below zero.

Certain Reduction of Payments by the Bank. (i) In the event that the aggregate payments or benefits to be provided to the Employee pursuant to this Agreement, together with other payments and benefits which the Employee has a right to receive from the Company or its Consolidated Subsidiaries or any of their successors are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereto (the “Severance Benefits”), then the net-after-tax 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 Severance Benefits without reduction shall to be compared to nondeductible by the net-after-tax benefit Company because of the Severance Benefits if such Severance Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three times the Employee’s “base amount,” as determined in accordance with Section 280G of the Code. If the Non-Triggering Amount less the product For purposes of this Section 3(b), present value shall be determined in accordance with Section 280G(d)(4) of the Tax Rate Code. (as defined belowii) would be greater than the aggregate value of the Severance Benefits (without such reduction) minus (i) the amount of the excise tax All determinations required to be paid by made under this Section 3(b) related to the Employee thereon by application of Section 4999 280G of the Code and further minus shall be made by the Company’s independent auditors or by such other firm with recognized expertise as may be selected by the Company (ii) such auditors or, if applicable, such other firm are hereinafter referred to as the product “Advisory Firm”). The Advisory Firm shall, within ten business days of the Severance Benefits (without Date of Termination or at such reduction) earlier time as is requested by the Company, provide to both the Company and the Tax Rate, then Employee an opinion (and detailed supporting calculations) that the Severance Benefits shall be reduced Company has substantial authority to deduct for purposes of Section 280G of the Non-Triggering Amount; otherwise, Code (before taking into account any amount not deductible under Section 162(m) of the Employee shall be entitled to receive Code) the full amount of the Severance Benefits Agreement Payments to be paid and shall be responsible for paying that the Employee has substantial authority not to report on the Employee’s federal income tax return any excise tax imposed by Section 4999 of the Code. For purposes of this section, “Tax Rate” shall mean the sum of (a) the highest marginal federal, state and local income tax rates applicable Code with respect to the Agreement Payments to be paid. Any such determination and opinion by the Advisory Firm shall be binding upon the Company and the Employee, and (b) the Social Security and Medicare tax rates applicable to such payment, as adjusted for any phase out of federal tax deductions and any benefit associated with state or local tax deductions. If the Severance Benefits Agreement Payments are required to be reduced to the Non-Triggering Reduced Amount, then the cash severance payable pursuant to Section 3(a) of this Agreement shall be reduced first. The Company and the Employee shall cooperate fully with the Advisory Firm, followed including without limitation providing to the Advisory Firm all information and materials reasonably requested by it, in connection with the making of the determinations required under this Section 3(c). (iii) As a reduction result of uncertainty in the fringe benefits application of Section 280G of the Code at the time of the initial determination by the Advisory Firm hereunder, it is possible that Agreement Payments will have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments will not have been made by the Company which should have been made (“Underpayment”), in each case, consistent with the calculations required to be provided in kindmade hereunder. Nothing contained in this Section 7(d)(i) shall result in In the event that the Advisory Firm, based upon the assertion by the Internal Revenue Service against the Employee of a reduction of any payments or benefits to deficiency which the Employee may be entitled upon termination Advisory Firm believes has a high probability of employment under success, determines that an Overpayment has been made, any circumstances other than as specified in this Section 7(d)(i), such Overpayment paid or a reduction in distributed by the payments and benefits specified in Section 7(b) below zero.Company to or for the benefit of