Common use of Compliance with Section 280G Clause in Contracts

Compliance with Section 280G. (i) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxx because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. . If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in such order as Xxxx designates, subject to the approval of Bank, not to be unreasonably withheld, conditioned or delayed. If, despite the foregoing sentence, a payment shall be made to Xxxx that would constitute a Parachute Payment, Xxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxx shall return such payment to the Company, the Bank or any other affiliate that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code. (ii) Notwithstanding anything in this Agreement to the contrary, other than Section 10.2(a) above, if the Determining Firm determines that any portion of the Total Change in Control Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Change in Control Payments will be a Parachute Payment. If Total Change in Control Payments are to be paid in other than a lump sum, such reduction shall be applied in such order as Xxxx designates, subject to the approval of Bank, not to be unreasonably withheld, conditioned or delayed. If, despite the foregoing sentence, a payment shall be made to Xxxx that would constitute a Parachute Payment, Xxxx shall have no right to retain such payment and, immediately upon being informed of the impropriety of such payment, Xxxx shall return such payment to the Company, the Bank or any other affiliate that was the payer thereof,, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (ia) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxx Xxxxxxx because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx Xxxxxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. . If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx Xxxxxxx that would constitute a Parachute Payment, Xxxx Xxxxxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxx Xxxxxxx shall return such payment to the Company, the Bank or any other affiliate Bank Entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code. (iib) Notwithstanding anything in this Agreement to the contrary, other than Section 10.2(a) above, if the Determining Firm determines that any portion of the Total Change in Control Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx Xxxxxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Change in Control Payments will be a Parachute Payment. If Total Change in Control Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx Xxxxxxx that would constitute a Parachute Payment, Xxxx Xxxxxxx shall have no right to retain such payment and, immediately upon being informed of the impropriety of such payment, Xxxx Xxxxxxx shall return such payment to the Company, the Bank or any other affiliate Bank Entity that was the payer thereof,, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (ia) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxx Xxxxxxxx because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx Xxxxxxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. . If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx Xxxxxxxx that would constitute a Parachute Payment, Xxxx Xxxxxxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxx Xxxxxxxx shall return such payment to the Company, the Bank or any other affiliate Bank Entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code. (iib) Notwithstanding anything in this Agreement to the contrary, other than Section 10.2(a) above, if the Determining Firm determines that any portion of the Total Change in Control Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx Xxxxxxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Change in Control Payments will be a Parachute Payment. If Total Change in Control Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx Xxxxxxxx that would constitute a Parachute Payment, Xxxx Xxxxxxxx shall have no right to retain such payment and, immediately upon being informed of the impropriety of such payment, Xxxx Xxxxxxxx shall return such payment to the Company, the Bank or any other affiliate Bank Entity that was the payer thereof,, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (i) Notwithstanding anything in this Agreement The parties intend that the severance payments provided for herein are reasonable compensation for the Executive’s services to the contraryEmployer and shall not constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, if as amended (the “Code”), and any amount becomes payable to Xxxx because of an Applicable Severance and (ii) regulations thereunder. If tax counsel appointed by the Determining Firm Employer determines that any portion or the aggregate value (as determined pursuant to Section 280G of the Total Severance Payments Code) of all payments, distributions, accelerations of vesting, awards and provisions of benefits by the Employer to or for the benefit of Executive (whether paid or payable, distributed or distributable, accelerated, awarded or provided pursuant to the terms of this Agreement or otherwise) (a “Payment”) would otherwise constitute a Parachute Paymentan “excess parachute payment” within the meaning of Section 280G of the Code and be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), the amount payable to Xxxx such Payment shall automatically be reduced by to the smallest amount least extent necessary so that no portion of the Total Severance Payments will be a Parachute Payment. . If Total Severance Payments are to be paid in other than a lump sum, such reduction Payment shall be applied in such order as Xxxx designates, subject to the approval of Bank, not to be unreasonably withheld, conditioned or delayedExcise Tax. If, despite the foregoing sentence, a payment The Payment shall be made reduced, if applicable, by the Employer in the following order of priority: (A) reduction of any cash severance payments otherwise payable to Xxxx the Executive that are exempt from Section 409A of the Code; (B) reduction of any other cash payments or benefits otherwise payable to the Executive that are exempt from Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code; (C) reduction of any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code, in each case beginning with payments that would constitute otherwise be made last in time; and (D) reduction of any other payments or benefits otherwise payable to the Executive on a Parachute Payment, Xxxx shall have no right to retain pro-rata basis or such payment, and, immediately upon being informed other manner that complies with Section 409A of the impropriety Code, but excluding any payments attributable to any acceleration of such payment, Xxxx shall return such payment vesting and payments with respect to the Company, the Bank or any other affiliate equity award that was the payer thereof, together with interest at the applicable federal rate determined pursuant to are exempt from Section 1274(d) 409A of the Code. (ii) Notwithstanding anything in this Agreement to the contrary, other than Section 10.2(a) above, if the Determining Firm determines that any portion of the Total Change in Control Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Change in Control Payments will be a Parachute Payment. If Total Change in Control Payments are to be paid in other than a lump sum, such reduction shall be applied in such order as Xxxx designates, subject to the approval of Bank, not to be unreasonably withheld, conditioned or delayed. If, despite the foregoing sentence, a payment shall be made to Xxxx that would constitute a Parachute Payment, Xxxx shall have no right to retain such payment and, immediately upon being informed of the impropriety of such payment, Xxxx shall return such payment to the Company, the Bank or any other affiliate that was the payer thereof,, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (ia) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxx because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. . If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx that would constitute a Parachute Payment, Xxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxx shall return such payment to the Company, the Bank or any other affiliate Bank Entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code. (iib) Notwithstanding anything in this Agreement to the contrary, other than Section 10.2(a) above, if the Determining Firm determines that any portion of the Total Change in Control Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Change in Control Payments will be a Parachute Payment. If Total Change in Control Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx that would constitute a Parachute Payment, Xxxx shall have no right to retain such payment and, immediately upon being informed of the impropriety of such payment, Xxxx shall return such payment to the Company, the Bank or any other affiliate Bank Entity that was the payer thereof,, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (ia) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxx Xxxxxx-Xxxxx because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx Xxxxxx-Xxxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. . If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx Xxxxxx-Xxxxx that would constitute a Parachute Payment, Xxxx Xxxxxx-Xxxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxx Xxxxxx-Xxxxx shall return such payment to the Company, the Bank or any other affiliate Bank Entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code. (iib) Notwithstanding anything in this Agreement to the contrary, other than Section 10.2(a) above, if the Determining Firm determines that any portion of the Total Change in Control Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx Xxxxxx-Xxxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Change in Control Payments will be a Parachute Payment. If Total Change in Control Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx Xxxxxx-Xxxxx that would constitute a Parachute Payment, Xxxx Xxxxxx-Xxxxx shall have no right to retain such payment and, immediately upon being informed of the impropriety of such payment, Xxxx Xxxxxx-Xxxxx shall return such payment to the Company, the Bank or any other affiliate Bank Entity that was the payer thereof,, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (i) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxx because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. . If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx that would constitute a Parachute Payment, Xxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxx shall return such payment to the Company, the Bank or any other affiliate that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code. (ii) Notwithstanding anything in this Agreement to the contrary, other than Section 10.2(a) above, if the Determining Firm determines that any portion of the Total Change in Control Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Change in Control Payments will be a Parachute Payment. If Total Change in Control Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx that would constitute a Parachute Payment, Xxxx shall have no right to retain such payment and, immediately upon being informed of the impropriety of such payment, Xxxx shall return such payment to the Company, the Bank or any other affiliate that was the payer thereof,, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (ia) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxx Xxxxxx because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx Xxxxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. . If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx Xxxxxx that would constitute a Parachute Payment, Xxxx Xxxxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxx Xxxxxx shall return such payment to the Company, the Bank or any other affiliate Bank Entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code. (iib) Notwithstanding anything in this Agreement to the contrary, other than Section 10.2(a) above, if the Determining Firm determines that any portion of the Total Change in Control Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx Xxxxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Change in Control Payments will be a Parachute Payment. If Total Change in Control Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx Xxxxxx that would constitute a Parachute Payment, Xxxx Xxxxxx shall have no right to retain such payment and, immediately upon being informed of the impropriety of such payment, Xxxx Xxxxxx shall return such payment to the Company, the Bank or any other affiliate Bank Entity that was the payer thereof,, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (ia) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxx Xxxxx because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx Xxxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. . If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx Xxxxx that would constitute a Parachute Payment, Xxxx Xxxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxx Xxxxx shall return such payment to the Company, the Bank or any other affiliate Bank Entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code. (iib) Notwithstanding anything in this Agreement to the contrary, other than Section 10.2(a) above, if the Determining Firm determines that any portion of the Total Change in Control Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx Xxxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Change in Control Payments will be a Parachute Payment. If Total Change in Control Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx Xxxxx that would constitute a Parachute Payment, Xxxx Xxxxx shall have no right to retain such payment and, immediately upon being informed of the impropriety of such payment, Xxxx Xxxxx shall return such payment to the Company, the Bank or any other affiliate Bank Entity that was the payer thereof,, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. If any payment or benefit due to Executive from the Company or its subsidiaries or Affiliates, whether under this Agreement, the Transaction Bonus and Retention Agreement, made on the 31st day of May, 2016 by and between the Company and the Executive, as it has been or may be amended (the “Transaction Bonus and Retention Agreement”), or otherwise (each, a “Payment”), would (if paid or provided) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law (such tax or taxes are hereafter collectively referred to as the “Excise Tax”), then the aggregate amount of Payments payable to the Executive shall be reduced to the aggregate amount of Payments that may be made to the Executive without incurring an Excise Tax; provided that such reduction shall only be imposed if the aggregate after-tax value of the Payments retained by the Executive (after giving effect to such reduction) is equal to or greater than the aggregate after-tax value (after giving effect to the Excise Tax) of the Payments to Executive without any such reduction. The determination as to whether and to what extent payments under this Agreement, the Transaction Bonus and Retention Agreement or otherwise are required to be reduced in accordance with this Section 5.6. shall be made by independent accountants, as selected by the Parent. In the event that any payments under this Agreement or otherwise are required to be reduced as described in this Section 5.6, the adjustment will be made in the following order: (i) Notwithstanding anything in this Agreement first, any future cash severance payments shall be reduced (from latest scheduled payment to the contraryearliest and, if any amount becomes payable necessary, to Xxxx because of an Applicable Severance and zero); (ii) second, any current cash severance payments shall be reduced (if necessary, to zero); and (iii) third, all equity-based awards shall be reduced by eliminating the Determining Firm determines that any portion accelerated vesting of equity-based awards, starting with those awards for which the amount required to be taken into account under Section 280G of the Total Severance Payments would Code is the greatest; provided, that in all events, such reductions shall be done in a manner consistent with the requirements of Section 409A, to the extent applicable. In the event that there has been any underpayment or overpayment under this Agreement or otherwise constitute a Parachute Paymentas determined by the independent accountants, the amount payable to Xxxx of such underpayment or overpayment shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. . If Total Severance Payments are to forthwith be paid in other than a lump sum, such reduction shall be applied in such order as Xxxx designates, subject to the approval of Bank, not to be unreasonably withheld, conditioned Executive or delayed. If, despite the foregoing sentence, a payment shall be made to Xxxx that would constitute a Parachute Payment, Xxxx shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxx shall return such payment refunded to the Company, as the Bank or any other affiliate that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Codecase may be. (ii) Notwithstanding anything in this Agreement to the contrary, other than Section 10.2(a) above, if the Determining Firm determines that any portion of the Total Change in Control Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx shall automatically be reduced by the smallest amount necessary so that no portion of the Total Change in Control Payments will be a Parachute Payment. If Total Change in Control Payments are to be paid in other than a lump sum, such reduction shall be applied in such order as Xxxx designates, subject to the approval of Bank, not to be unreasonably withheld, conditioned or delayed. If, despite the foregoing sentence, a payment shall be made to Xxxx that would constitute a Parachute Payment, Xxxx shall have no right to retain such payment and, immediately upon being informed of the impropriety of such payment, Xxxx shall return such payment to the Company, the Bank or any other affiliate that was the payer thereof,, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.

Compliance with Section 280G. (ia) Notwithstanding anything in this Agreement to the contrary, if any amount becomes payable to Xxxx Langmead because of an Applicable Severance and (ii) the Determining Firm determines that any portion of the Total Severance Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx Langmead shall automatically be reduced by the smallest amount necessary so that no portion of the Total Severance Payments will be a Parachute Payment. . If Total Severance Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx Langmead that would constitute a Parachute Payment, Xxxx Langmead shall have no right to retain such payment, and, immediately upon being informed of the impropriety of such payment, Xxxx Langmead shall return such payment to the Company, the Bank or any other affiliate Bank Entity that was the payer thereof, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code. (iib) Notwithstanding anything in this Agreement to the contrary, other than Section 10.2(a) above, if the Determining Firm determines that any portion of the Total Change in Control Payments would otherwise constitute a Parachute Payment, the amount payable to Xxxx Langmead shall automatically be reduced by the smallest amount necessary so that no portion of the Total Change in Control Payments will be a Parachute Payment. If Total Change in Control Payments are to be paid in other than a lump sum, such reduction shall be applied in such inverse order as Xxxx designates, subject to the approval of Bank, not time at which the payments are scheduled to be unreasonably withheldmade (e.g., conditioned or delayedthe last scheduled payment will be the first such payment to be reduced). If, despite the foregoing sentence, a payment shall be made to Xxxx Langmead that would constitute a Parachute Payment, Xxxx Langmead shall have no right to retain such payment and, immediately upon being informed of the impropriety of such payment, Xxxx Langmead shall return such payment to the Company, the Bank or any other affiliate Bank Entity that was the payer thereof,, together with interest at the applicable federal rate determined pursuant to Section 1274(d) of the Code.