Common use of CHANGE OF CONTROL RELATED PROVISIONS Clause in Contracts

CHANGE OF CONTROL RELATED PROVISIONS. Notwithstanding the provisions of Section 5 of this Agreement, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs or otherwise paid or provided by the Bank in connection with a Change in Control (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G. The allocation of any reduction required with respect to the Termination Benefits provided by Section 5 shall be determined by Executive.

CHANGE OF CONTROL RELATED PROVISIONS. Notwithstanding the provisions of Section 5 of this Agreement, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs or otherwise paid or provided by the Bank in connection with a Change in Control (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended, or any successor thereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the "Non-Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section 280G. The allocation of any the reduction required with respect to hereby among the Termination Benefits provided by Section 5 of this Agreement shall be determined by Executive.

CHANGE OF CONTROL RELATED PROVISIONS. Notwithstanding the provisions of Section 5 of this Agreement, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs or otherwise paid or provided by the Bank in connection with a Change in Control (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G. The allocation of any reduction required with respect to the Termination Benefits provided by Section 5 shall be determined by Executive.

CHANGE OF CONTROL RELATED PROVISIONS. 5 Notwithstanding the provisions of Section 5 of this Agreement5, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs or otherwise paid or provided by the Bank in connection with a Change in Control (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), ) the value of which is one dollar One Dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", ," as determined in accordance with said Section section 280G. The allocation of any the reduction required with respect to hereby among the Termination Benefits provided by Section 5 shall be determined by Executive.

CHANGE OF CONTROL RELATED PROVISIONS. Notwithstanding the provisions paragraphs of Section 5 of this Agreement5, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs or otherwise paid or provided by the Bank in connection with a Change in Control (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G. The allocation of any the reduction required with respect to hereby among the Termination Benefits provided by Section 5 shall be determined by Executive.

CHANGE OF CONTROL RELATED PROVISIONS. Notwithstanding the provisions of Section 5 of this Agreement, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs or otherwise paid or provided by the Bank or Forward Financial in connection with a Change in Control (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G. The allocation of any reduction required with respect to the Termination Benefits provided by Section 5 shall be determined by Executive.

CHANGE OF CONTROL RELATED PROVISIONS. Notwithstanding the provisions of Section 5 of this Agreement, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs or otherwise paid or provided by the Bank Holding Company in connection with a Change in Control (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G. The allocation of any reduction required with respect to the Termination Benefits provided by Section 5 shall be determined by Executive.

CHANGE OF CONTROL RELATED PROVISIONS. Notwithstanding the provisions of Section 5 of this Agreement5, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under said paragraphs or otherwise paid or provided by the Bank in connection with a Change in Control Section 5 (the "“Termination Benefits"”) constitute an "“excess parachute payment" ” under Section 280G of the Code or any successor theretohereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the "“Non-Triggering Amount"”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive's "“base amount"”, as determined in accordance with said Section 280G. The allocation of any Any required reduction required with respect to in the Termination Benefits provided shall first be made by reducing the lump sum cash amount payable pursuant to Section 5 shall be determined by Executive5(c) hereof.

CHANGE OF CONTROL RELATED PROVISIONS. Notwithstanding the provisions of Section 5 of this Agreement5, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs or otherwise paid or provided by the Bank in connection with a Change in Control (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G 280a of the Code or any successor thereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to or an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G. 280a. The allocation of any the reduction required with respect to hereby among the Termination Benefits provided by Section 5 shall be determined by Executive.