Common use of Contingent Reduction of Parachute Payments Clause in Contracts

Contingent Reduction of Parachute Payments. If there is a change in ownership or control of the Company that would cause any payment or distribution by First Financial or any other person or entity to the Executive or for the Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, the “Excise Tax”), then the Executive will receive the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes): (a) the Payments or (b) one dollar less than the amount of the Payments that would subject the Executive to the Excise Tax (the “Safe Harbor Amount”). If a reduction in the Payments is necessary so that the Payments equal the Safe Harbor Amount and none of the Payments constitutes a “deferral of compensation” within the meaning of and subject to Section 409A (as defined in Section 14) (“Nonqualified Deferred Compensation”), then the reduction shall occur in the manner the Executive elects in writing prior to the date of payment. If any Payment constitutes Nonqualified Deferred Compensation or if the Executive fails to elect an order, then the Payments to be reduced will be determined in a manner which has the least economic cost to the Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executive, until the reduction is achieved. All determinations required to be made under this Section 5, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by First Financial (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by First Financial. Any determination by the Accounting Firm shall be binding upon First Financial and the Executive.

Contingent Reduction of Parachute Payments. If there is a change in ownership or control of the Company that would cause any payment payment, benefit or distribution by First Financial the Company or any other person or entity to the Executive you or for the Executive’s your benefit (whether paid or payable payable, provided or to be provided or distributed or distributable pursuant to the terms of this Agreement or otherwise) (each, a “Payment,” and collectively, the “Payments”) to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (such excise tax, together with any interest or penalties incurred by the Executive you with respect to such excise tax, the “Excise Tax”), then the Executive you will receive the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes): (a) the Payments or (b) one dollar less than the amount of the Payments that would subject the Executive you to the Excise Tax (the “Safe Harbor Amount”). If a reduction in the Payments is necessary so that the Payments equal the Safe Harbor Amount and none of the Payments constitutes a “deferral of compensation” within the meaning of and subject to Section 409A (as defined in Section 14) (“Nonqualified Deferred Compensation”), then the reduction shall occur in the manner the Executive elects you elect in writing prior to the date of payment. If any Payment constitutes Nonqualified Deferred Compensation or if the Executive fails you fail to elect an order, then the Payments to be reduced will be determined in a manner which has the least economic cost to the Executive you and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executiveyou, until the reduction is achieved. All determinations In the event that any Payments would be required to be made under reduced in accordance with this Section 5paragraph, you and the Company agree to work together in good faith and to take reasonable best efforts to restructure such Payments to avoid any such reduction (or if not possible to avoid in full, to minimize any such reduction) and provide the full, expected economic benefit to you, including whether and when the Safe Harbor Amount is required and the amount of the Company taking any such actual or potential reduction of the Payments and the assumptions to be utilized into account in arriving at such determination, shall be made by a certified public accounting firm designated by First Financial (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by First Financial. Any determination by the Accounting Firm shall be binding upon First Financial and the Executiveconnection with future compensation arrangements.

Contingent Reduction of Parachute Payments. If there is a change Change in ownership or control of the Company Control that would cause any payment or distribution by First Financial the Bank, the Company or any other person or entity to the Executive or for the Executive’s benefit (benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (each, a “Payment,” and collectively, the “Payments”) to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, the “Excise Tax”), then the Executive will receive the greatest whichever of the following, whichever following gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes): (a1) the Payments or (b) one dollar less than the amount of the Payments that would subject the Executive to the Excise Tax (the “Safe Harbor Amount”). If a reduction in the Payments is necessary so that the Payments equal the Safe Harbor Amount and none of the Payments constitutes a “deferral of compensation” within the meaning of and subject to Section 409A (as defined in Section 14) of the Code (“Nonqualified Deferred Compensation”), then the reduction shall occur in the manner the Executive elects in writing prior to the date of payment. If any Payment constitutes Nonqualified Deferred Compensation or if the Executive fails to elect an order, then the Payments to be reduced will be determined in a manner which has the least economic cost to the Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executive, until the reduction is achieved. All determinations required to be made under this Section 55.3, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by First Financial the Bank or the Company (the “Accounting Firm”). All fees and expenses of the Accounting Firm firm shall be borne solely by First Financialthe Bank or the Company. Any determination by the Accounting Firm shall be binding upon First Financial the Bank, the Company and the Executive.

Contingent Reduction of Parachute Payments. If there is a change (a) The definitions in ownership or control subsection (e) of this Section apply to the Company provisions in subsections (b) through (d) of this Section. (b) Anything in this Agreement to the contrary notwithstanding, to the extent that would cause any payment or distribution by First Financial or any other person or entity Payments to the Executive or for the Executive’s benefit (whether paid or payable or distributed or distributable pursuant would be subject to the terms Excise Tax, then the Company shall either (i) eliminate all Non-Equity Award Payments, if the Excise Tax would apply despite the elimination of this Agreement all Non-Equity Award Payments, or otherwise(ii) (if a “Payment”) reduction in Non-Equity Award Payments would eliminate the Excise Tax, reduce the amount of Non-Equity Award Payments by the least amount that causes none of the Payments to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, the “Excise Tax”), then the Executive will receive the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes): (a) the Payments or (b) one dollar less than the amount of the Payments that would subject the Executive to the Excise Tax (the “Safe Harbor Amount”). If a reduction in the Non-Equity Award Payments is necessary so that the Parachute Value (as defined below) of all Payments equal equals the Safe Harbor Amount and none of the Non-Equity Award Payments constitutes a “deferral of compensation” within the meaning of and subject to Section 409A (as defined in Section 14) (“is Nonqualified Deferred Compensation”), then the reduction shall occur in the manner the Executive elects in writing prior to the date of payment. If any Non-Equity Award Payment constitutes Nonqualified Deferred Compensation or if the Executive fails to elect an order, then the Payments reduction shall occur in the following order: (i) reduction in the benefits described in Sections 3(b) and 3(c) hereof (with such reduction being applied to be reduced will be determined the benefits in a the manner which has having the least economic cost impact to the Executive and, to the extent the economic cost impact is equivalent, will such benefits shall be reduced in the inverse reverse order of when payment the benefits would have been made provided to the Executive, until that is, benefits payable later shall be reduced before benefits payable earlier); and (ii) reduction of cash payments described in Section 3(a) hereof (with such reduction being applied to the payments in reverse order in which they would otherwise be made, that is, later payments shall be reduced before earlier payments). (c) To the extent that any Equity Award Payments to the Executive would be subject to the Excise Tax after application of sub-section 5(b) above, and if a reduction is achieved. would provide the Executive with a greater after-tax amount than if a reduction in Equity Award Payments did not occur, then the Company shall reduce the amount of the Equity Award Payments by the least amount that would provide the Executive with such greater after-tax amount. (d) All determinations required to be made under this Section 5, including whether and when Payments are to be reduced so that Payments are reduced to the Safe Harbor Amount is required and the amount of the such reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified the public accounting firm designated that is retained by First Financial the Company as of the date immediately prior to the Change in Control (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Company or the Executive that there has been a Payment, or such earlier time as is requested by the Company. Notwithstanding the foregoing, in the event (i) the Board shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules or (ii) the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Board shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne solely by First Financialthe Company. Any If Payments are reduced to the Safe Harbor Amount or the Accounting Firm determines that no Excise Tax is payable by the Executive without a reduction in Payments, the Accounting Firm shall furnish the Executive with a written opinion to the effect that the Executive is not required to report any Excise Tax on the Executive’s federal income tax return, and that the failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. The determination by the Accounting Firm shall be binding upon First Financial the Company and the Executive. (e) The following terms shall have the following meanings for purposes of this Section.

Contingent Reduction of Parachute Payments. If there is a change in ownership or control of the Company MF Global that would cause any payment or distribution by First Financial any member of the MF Global Group or any other person or entity to the Executive you or for the Executive’s your benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (such excise tax, together with any interest or penalties incurred by the Executive you with respect to such excise tax, the “Excise Tax”), then the Executive you will receive the greatest of the following, whichever gives the Executive you the highest net after-tax amount (after taking into account federal, state, local and social security taxes): (a1) the Payments or (b2) one dollar less than the amount of the Payments that would subject the Executive you to the Excise Tax (the “Safe Harbor Amount”). If a reduction in the Payments is necessary so that the Payments equal the Safe Harbor Amount and none of the Payments constitutes a “deferral of compensation” within the meaning of and subject to Section 409A (as defined in Section 14) (“is Nonqualified Deferred Compensation”), then the reduction shall occur in the manner the Executive elects you elect in writing prior to the date of payment. If any Payment constitutes Nonqualified Deferred Compensation or if the Executive fails you fail to elect an order, then the Payments to be reduced will be determined in a manner which has the least economic cost to the Executive you and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executiveyou, until the reduction is achieved. (b) Determination of the Payments. All determinations required to be made under this Section 59, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by First Financial MF Global and reasonably acceptable to you (the “Accounting Firm”)) which shall provide detailed supporting calculations both to MF Global and you within 15 business days of the receipt of notice from you that there has been a Payment, or such earlier time as is requested by MF Global. All fees and expenses of the Accounting Firm shall be borne solely by First FinancialMF Global. Any determination by the Accounting Firm shall be binding upon First Financial MF Global and you. You shall cooperate with any reasonable requests by the ExecutiveMF Global Group in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

Contingent Reduction of Parachute Payments. If there is a change in ownership or control of the Company that would cause any payment or distribution by First Financial the Company or any other person or entity to the Executive you or for the Executive’s your benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Letter Agreement or otherwise) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (such excise tax, together with any interest or penalties incurred by the Executive you with respect to such excise tax, the “Excise Tax”), then the Executive you will receive the greatest of the following, whichever gives the Executive you the highest net after-tax amount (after taking into account federal, state, local and social security taxes): (a) the Payments or (b) one dollar less than the amount of the Payments that would subject the Executive you to the Excise Tax (the “Safe Harbor Amount”). If a reduction in the Payments is necessary so that the Payments equal the Safe Harbor Amount and none of the Payments constitutes a “deferral of compensation” within the meaning of and subject to Section 409A (as defined in Section 14) (“Nonqualified Deferred Compensation”), then the reduction shall occur in the manner the Executive elects you elect in writing prior to the date of payment. If any Payment constitutes Nonqualified Deferred Compensation or if the Executive fails you fail to elect an order, then the Payments to be reduced will be determined in a manner which has the least economic cost to the Executive you and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executiveyou, until the reduction is achieved. All determinations required to be made under this Section 5paragraph 6, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by First Financial the Company (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by First Financialthe Company. Any determination by the Accounting Firm shall be binding upon First Financial the Company and the Executiveyou.

Contingent Reduction of Parachute Payments. If there is a change Anything in ownership this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, award, benefit or control distribution (or any acceleration of any payment, award, benefit or distribution) by the Company that would cause any payment or distribution by First Financial (or any other person of its affiliated entities) or any entity which effectuates a Change in Control (or any of its affiliated entities) to the Executive or for the Executive’s benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) to would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, the “Excise Tax”), then the Executive will receive the greatest of the following, whichever gives the Executive the highest net after-tax amount benefit (after taking into account federal, state, local and social security taxes): (a) the Payments or (b) one dollar less than the amount of the Payments that would subject the Executive to the Excise Tax (the “Safe Harbor Amount”). If a reduction in the Payments is necessary so that the Payments equal the Safe Harbor Amount and none of the Payments constitutes a “deferral of compensation” within the meaning of and subject to Section 409A (as defined in Section 14) (“Nonqualified Deferred Compensation”), then the reduction shall occur in the manner the Executive elects in writing prior to the date of payment. If any Payment constitutes Nonqualified Deferred Compensation or if the Executive fails to elect an order, then the Payments to be reduced will be determined by the Company in a manner which has the least economic cost to the Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executive, until the reduction is achieved. achieved and in a manner so as to avoid the imposition of additional taxes under Section 409A. All determinations required to be made under this Section 57, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified the public accounting firm designated that is retained by First Financial the Company as of the date immediately prior to the Change in Control (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by First Financialthe Company. Any determination by the Accounting Firm shall be binding upon First Financial the Company and the Executive.

Contingent Reduction of Parachute Payments. If there is a change in ownership or control of the Company that would cause any payment or distribution by First Financial or any other person or entity to the Executive or for the Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, the “Excise Tax”), then the Executive will receive the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes): (a) the Payments or (b) one dollar less than the amount of the Payments that would subject the Executive to the Excise Tax (the “Safe Harbor Amount”). If a reduction in the Payments is necessary so that the Payments equal the Safe Harbor Amount and none of the Payments constitutes a “deferral of compensation” within the meaning of and subject to Section 409A (as defined in Section 14) (“Nonqualified Deferred Compensation”), then the reduction shall occur in the manner the Executive elects in writing prior to the date of payment. If any Payment constitutes Nonqualified Deferred Compensation or if the Executive fails to elect an order, then the Payments to be reduced will be determined in a manner which has the least economic cost to the Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executive, until the reduction is achieved. All determinations required to be made under this Section 5, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by First Financial (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by First Financial. Any determination by the Accounting Firm shall be binding upon First Financial and the Executive.

Contingent Reduction of Parachute Payments. If there is a change in ownership or control of the Company that would cause any payment or distribution by First Financial the Company or any other person or entity to the Executive or for the Executive’s his benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, the “Excise Tax”), then the Executive will receive the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes): (a) the Payments or (b) one dollar less than the amount of the Payments that would subject the Executive to the Excise Tax (the “Safe Harbor Amount”). If a reduction in the Payments is necessary so that the Payments equal the Safe Harbor Amount and none of the Payments constitutes a “deferral of compensation” within the meaning of and subject to Section 409A (as defined in Section 14) (“Nonqualified Deferred Compensation”), then the reduction shall occur in the manner the Executive elects in writing prior to the date of payment. If any Payment constitutes Nonqualified Deferred Compensation or if the Executive fails to elect an order, then the Payments to be reduced will be determined in a manner which has the least economic cost to the Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executive, until the reduction is achieved. All determinations required to be made under this Section 58.5, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by First Financial the Company (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by First Financialthe Company. Any determination by the Accounting Firm shall be binding upon First Financial the Company and the Executive.

Contingent Reduction of Parachute Payments. If there is a change in ownership or control of the Company MRV that would cause any payment or distribution by First Financial MRV or any other person or entity to the Executive you or for the Executive’s your benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (such excise tax, together with any interest or penalties incurred by the Executive you with respect to such excise tax, the “Excise Tax”), then the Executive you will receive the greatest of the following, whichever gives the Executive you the highest net after-tax amount (after taking into account federal, state, local and social security taxes): (a) the Payments or (b) one dollar less than the amount of the Payments that would subject the Executive you to the Excise Tax (the “Safe Harbor Amount”). If a reduction in the Payments is necessary so that the Payments equal the Safe Harbor Amount and none of the Payments constitutes a “deferral of compensation” within the meaning of and subject to Section 409A (as defined in Section 14) of the Code (“Nonqualified Deferred Compensation”), then the reduction shall occur in the manner the Executive elects that you elect in writing prior to the date of payment. If any Payment constitutes Nonqualified Deferred Compensation or if the Executive fails you fail to elect an order, then the Payments to be reduced will be determined in a manner which has the least economic cost to the Executive you and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executiveyou, until the reduction is achieved. All determinations required to be made under this Section paragraph 5, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by First Financial MRV (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by First FinancialMRV. Any determination by the Accounting Firm shall be binding upon First Financial you and the ExecutiveMRV.

Contingent Reduction of Parachute Payments. If there is a change in ownership or control of the Company that would cause any payment or distribution by First Financial the Bancorp or the Bank or any other person or entity to the Executive or for the Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, the “Excise Tax”), then the Executive will receive the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes): (a) the Payments or (b) one dollar less than the amount of the Payments that would subject the Executive to the Excise Tax (the “Safe Harbor Amount”). If a reduction in the Payments is necessary so that the Payments equal the Safe Harbor Amount and none of the Payments constitutes a “deferral of compensation” within the meaning of and subject to Section 409A (as defined in Section 14) of the Code (“Nonqualified Deferred Compensation”), then the reduction shall occur in the manner the Executive elects in writing prior to the date of payment. If any Payment constitutes Nonqualified Deferred Compensation or if the Executive fails to elect an order, then the Payments to be reduced will be determined in a manner which has the least economic cost to the Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executive, until the reduction is achieved. All determinations required to be made under this Section 55.3, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by First Financial Bancorp or the Bank (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by First FinancialBancorp and the Bank. Any determination by the Accounting Firm shall be binding upon First Financial Bancorp, the Bank and the Executive.”