Common use of Determination of Parachute Payments Clause in Contracts

Determination of Parachute Payments. subject to the Excise Tax: any other payments or benefits received or to be received by the Executive as the result of the Change in Control or the Executive’s Separation from Service (whether under the terms of this Agreement or any other agreement or any other benefit plan or arrangement with the Bank, any person whose actions result in a Change in Control, or any person affiliated with the Bank or such person) shall be treated as “parachute payments” within the meaning of Code section 280G(b)(2), and all “excess parachute payments” within the meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of the certified public accounting firm that is retained by the Bank as of the date immediately before the Change in Control (the “Accounting Firm”) the other payments or benefits do not constitute (in whole or in part) parachute payments, or the excess parachute payments represent (in whole or in part) reasonable compensation for services actually rendered within the meaning of Code section 280G(b)(4) in excess of the “base amount” (as defined in Code section 280G(b)(3)), or are otherwise not subject to the Excise Tax,

Determination of Parachute Payments. subject to the Excise Tax: any other payments or benefits received or to be received by the Executive as the result of the in connection with a Change in Control or the Executive’s Separation from Service (whether under the terms of this Agreement or any other agreement or any other benefit plan or arrangement with the Bank, any person whose actions result in a Change in Control, or any person affiliated with the Bank or such person) shall be treated as “parachute payments” within the meaning of Code section 280G(b)(2)) of the Internal Revenue Code, and all “excess parachute payments” within the meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of the certified public accounting firm that is retained by the Bank as of the date immediately before the Change in Control (the “Accounting Firm”) the such other payments or benefits do not constitute (in whole or in part) parachute payments, or the such excess parachute payments represent (in whole or in part) reasonable compensation for services actually rendered within the meaning of Code section 280G(b)(4) of the Internal Revenue Code in excess of the “base amount” amount (as defined in Code section 280G(b)(3)) of the Internal Revenue Code), or are otherwise not subject to the Excise Tax,

Determination of Parachute Payments. subject to the Excise Tax: any other payments or benefits received or to be received by the Executive as the a result of the Change in Control or the Executive’s Separation from Service employment termination (whether under the terms of this Agreement or any other agreement or any other benefit plan or arrangement with the BankEmployer, any person whose actions result in a Change in Control, or any person affiliated with the Bank Employer or such person) shall be treated as “parachute payments” within the meaning of Code section 280G(b)(2)) of the Internal Revenue Code, and all “excess parachute payments” within the meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion opinion, of the certified public accounting firm that is retained by the Bank Employer as of the date immediately before the Change in Control (the “Accounting Firm”) the such other payments or benefits do not constitute (in whole or in part) parachute payments, or the such excess parachute payments represent (in whole or in part) reasonable compensation for services actually rendered within the meaning of Code section 280G(b)(4) of the Internal Revenue Code in excess of the “base amount” (as defined in Code section Section 280G(b)(3)) of the Internal Revenue Code), or are otherwise not subject to the Excise Tax,

Determination of Parachute Payments. subject to the Excise Tax: any other payments or benefits received or to be received by the Executive as the result of the in connection with a Change in Control or the Executive’s Separation from Service termination of employment (whether under the terms of this Employment Agreement or any other agreement or any other benefit plan or arrangement with the BankEmployer, any person whose actions result in a Change in Control, or any person affiliated with the Bank Employer or such person) shall be treated as “parachute payments” within the meaning of Code section 280G(b)(2)) of the Internal Revenue Code, and all “excess parachute payments” within the meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of the certified public accounting firm that is retained by the Bank Employer as of the date immediately before the Change in Control (the “Accounting Firm”) the such other payments or benefits do not constitute (in whole or in part) parachute payments, or the such excess parachute payments represent (in whole or in part) reasonable compensation for services actually rendered within the meaning of Code section 280G(b)(4) of the Internal Revenue Code in excess of the “base amount” (as defined in Code section 280G(b)(3)) of the Internal Revenue Code), or are otherwise not subject to the Excise Tax,

Determination of Parachute Payments. subject Subject to the Excise Tax: any other payments or benefits received or to be received by the Executive as the result of the in connection with a Change in Control or the Executive’s Separation from Service termination of employment (whether under the terms of this Agreement or any other agreement or any other benefit plan or arrangement with the BankEmployer, any person whose actions result in a Change in Control, or any person affiliated with the Bank Employer or such person) shall be treated as “parachute payments” within the meaning of Code section 280G(b)(2)) of the Internal Revenue Code, and all “excess parachute payments” within the meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of the certified public accounting firm that is retained by the Bank Employer as of the date immediately before the Change in Control (the “Accounting Firm”) the such other payments or benefits do not constitute (in whole or in part) parachute payments, or the such excess parachute payments represent (in whole or in part) reasonable compensation for services actually rendered within the meaning of Code section 280G(b)(4) of the Internal Revenue Code in excess of the “base amount” (as defined in Code section 280G(b)(3)) of the Internal Revenue Code), or are otherwise not subject to the Excise Tax,

Determination of Parachute Payments. subject Subject to the Excise Tax: any other payments or benefits received or to be received by the Executive as the result of the in connection with a Change in Control or the Executive’s 's Separation from Service (whether under the terms of this Agreement or any other agreement or any other benefit plan or arrangement with the Bank, any person whose actions result in a Change in Control, or any person affiliated with the Bank or such person) shall be treated as “"parachute payments” " within the meaning of Code section 280G(b)(2)) of the Internal Revenue Code, and all “"excess parachute payments” " within the meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of the certified public accounting firm that is retained by the Bank as of the date immediately before the Change in Control (the “"Accounting Firm”") the such other payments or benefits do not constitute (in whole or in part) parachute payments, or the such excess parachute payments represent (in whole or in part) reasonable compensation for services actually rendered within the meaning of Code section 280G(b)(4) of the Internal Revenue Code in excess of the “base amount” amount (as defined in Code section 280G(b)(3)) of the Internal Revenue Code), or are otherwise not subject to the Excise Tax,

Determination of Parachute Payments. subject Subject to the Excise Tax: any other payments or benefits received or to be received by the Executive as the result of the in connection with a Change in Control or the Executive’s Separation from Service termination of employment (whether under the terms of this Employment Agreement or any other agreement or any other benefit plan or arrangement with the BankEmployer, any person whose actions result in a Change in Control, or any person affiliated with the Bank Employer or such person) shall be treated as “parachute payments” within the meaning of Code section 280G(b)(2)) of the Internal Revenue Code, and all “excess parachute payments” within the meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of the certified public accounting firm that is retained by the Bank Southern Community Financial Corporation as of the date immediately before the Change in Control (the “Accounting Firm”) the such other payments or benefits do not constitute (in whole or in part) parachute payments, or the such excess parachute payments represent (in whole or in part) reasonable compensation for services actually rendered within the meaning of Code section 280G(b)(4) of the Internal Revenue Code in excess of the “base amount” (as defined in Code section 280G(b)(3)) of the Internal Revenue Code), or are otherwise not subject to the Excise Tax,