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 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 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 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 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 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.”

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 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 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 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.