Common use of Excise Tax Equalization Payment Clause in Contracts

Excise Tax Equalization Payment. Subject to the limitation below, in the event that Executive becomes entitled to any payment or benefit under this section 3 (such benefits together with any other payments or benefits payable under any other agreement with, or plan or policy of, Company are referred to in the aggregate as the “Total Payments”), if all or any part of the Total Payments will be subject to the tax (the “Excise Tax”) imposed by Code Section 4999 (or any similar tax that may hereafter be imposed), Company shall pay to Executive in cash an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive after deduction of any Excise Tax on the Total Payments and any federal, state and local income tax, penalties, interest and Excise Tax upon the Gross-Up Payment provided for by this section 3 (including FICA and FUTA), shall be equal to the Total Payments. Any such payment shall be made by Company to Executive as soon as practical following the Termination Date, but in no event beyond twenty (20) days from such date. Executive shall only be entitled to a Gross-Up Payment under this section 3 if Executive’s “parachute payments” (as such term is defined in Code Section 280G) exceed three hundred thirty percent (330%) (the “Threshold”) of Executive’s “base amount” (as determined under Code Section 280G(b)). In the event Executive’s parachute payments do not exceed the Threshold, the benefits provided to such Executive under this Agreement that are classified as parachute payments shall be reduced such that the value of the Total Payments that Executive is entitled to receive shall be one dollar ($1) less than the maximum amount which such Executive may receive without becoming subject to the tax imposed by Code Section 4999, or which Company may pay without loss of deduction under Code Section 280G(a). For purposes of determining whether any of the Total Payments will be subject to the Excise Tax, the amounts of such Excise Tax and the amount of any Gross Up Payment, the following shall apply:

Excise Tax Equalization Payment. Subject to the limitation below, in the event that Executive becomes entitled to any payment or benefit under this section 3 (such benefits together with any other payments or benefits payable under any other agreement with, or plan or policy of, Company are referred to in the aggregate as the “Total Payments”), if all or any part of the Total Payments will be subject to the tax (the “Excise Tax”) imposed by Code Section 4999 (or any similar tax that may hereafter be imposed), Company shall pay to Executive in cash an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive after deduction of any Excise Tax on the Total Payments and any federal, state and local income tax, penalties, interest and Excise Tax upon the Gross-Up Payment provided for by this section 3 (including FICA and FUTA), shall be equal to the Total Payments. Any such payment shall be made by Company to Executive as soon as practical following the Termination Date, but in no event beyond twenty (20) days from such date. Such payment is intended to be exempt from Code Section 409A (as defined in section 15) under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals. Executive shall only be entitled to a Gross-Up Payment under this section 3 if Executive’s “parachute payments” (as such term is defined in Code Section 280G) exceed three hundred thirty percent (330%) (the “Threshold”) of Executive’s “base amount” (as determined under Code Section 280G(b)). In the event Executive’s parachute payments do not exceed the Threshold, the benefits provided to such Executive under this Agreement that are classified as parachute payments shall be reduced such that the value of the Total Payments that Executive is entitled to receive shall be one dollar ($1) less than the maximum amount which such Executive may receive without becoming subject to the tax imposed by Code Section 4999, or which Company may pay without loss of deduction under Code Section 280G(a). For purposes of determining whether any of the Total Payments will be subject to the Excise Tax, the amounts of such Excise Tax and the amount of any Gross Up Payment, the following shall apply:

Excise Tax Equalization Payment. Subject Notwithstanding anything contained in this Agreement or any other agreement between Executive and the Company to the limitation belowcontrary, or termination of this Agreement following a Change in Control, in the event that the Executive becomes entitled to Severance Benefits or any other payment or benefit under this section 3 (such benefits together with any other payments Agreement, or benefits payable under any other agreement with, with or plan or policy ofcompensation arrangement with the Company, Company are referred to its subsidiaries or affiliates (in the aggregate as aggregate, the “Total Payments”), if all or any part of the Total Payments will be subject to the tax (the “Excise Tax”) imposed by Code Section 4999 of the Code (or any similar tax that may hereafter be imposed), the Company shall pay to the Executive in cash an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive after deduction of any Excise Tax on upon the Total Payments and any federal, state state, and local income or employment tax, penalties, interest interest, and Excise Tax upon the Gross-Up Payment provided for by this section 3 Section 6.1 (including FICA and FUTA), shall be equal to the Total Payments. Any such Such payment shall be made by the Company to the Executive as soon as practical following the Termination DateEffective Date of Termination, but in no event beyond twenty thirty (2030) days from such date. Executive shall only be entitled to a Gross-Up Payment under this section 3 if Notwithstanding the foregoing, however, the Executive’s “parachute payments” (as such term is defined Severance Benefits shall be grossed up only in Code Section 280G) exceed three hundred thirty percent (330%) (the “Threshold”) event that application of Executive’s “base amount” (as determined under Code Section 280G(b))the gross-up feature would result in the Executive receiving additional after-tax Change in Control amounts of at least $100,000. In the event that a gross-up of the Executive’s parachute payments do not exceed the Threshold, the benefits provided to such Executive Severance Benefits under this Agreement that are classified as parachute payments would result in less than $100,000 additional after-tax Change in Control related amounts, the Executive’s Severance Benefits shall be reduced such that the value of the Total Payments that Executive is entitled to receive shall be one dollar ($1) less than capped at the maximum amount which such Executive that may receive be paid without becoming subject to the tax imposed by Code Section 4999, or which Company may pay without loss of deduction under Code Section 280G(a). For purposes of determining whether any of the Total Payments will be subject to the incurring Excise Tax, the amounts of such Excise Tax and the amount of any Gross Up Payment, the following shall apply:.

Excise Tax Equalization Payment. Subject to the limitation below, in In the event that the Executive becomes entitled to CIC-Related Severance Benefits or any other payment or benefit under this section 3 (such benefits together with any other payments Agreement, or benefits payable under any other agreement with, with or plan or policy of, of the Company are referred to (in the aggregate as aggregate, the “Total Payments”), if all or any part of the Total Payments will be subject to the tax (the “Excise Tax”) imposed by Code Section 4999 of the Code (or any similar tax that may hereafter be imposed), the Company shall pay to the Executive in cash an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive after deduction of any Excise Tax on upon the Total Payments and any federalFederal, state and local income tax, penalties, interest tax and Excise Tax upon the Gross-Up Payment provided for by this section 3 Section 7.1 (including FICA and FUTAFICA), shall be equal to the Total Payments. Any such Such payment shall be made by the Company to the Executive as soon as practical following the Termination Dateeffective date of termination, but in no event beyond twenty thirty (2030) days from such date. Executive shall only be entitled to a Gross-Up Payment under this section 3 if ; provided, however, that the Executive’s “parachute payments” CIC-Related Severance Benefits shall be grossed up only in the event that application of the gross-up feature would result in the Executive receiving additional after-tax CIC-related amounts of at least fifty thousand dollars (as $50,000) when compared with capping such term is defined in Code Section 280G) exceed three hundred thirty percent (330%) (Change-in-Control-Related Severance Benefits at the “Threshold”) of Executive’s “base amount” (as determined under Code Section 280G(b))maximum amount that may be paid without incurring Excise Taxes. In the event that a gross-up of the Executive’s parachute payments do not exceed the Threshold, the benefits provided to such Executive CIC-Related Severance Benefits under this Agreement would result in less than ten thousand dollars ($10,000) additional after-tax CIC-related amounts, the Executive’s CIC-Related Severance Benefits shall be capped at the maximum amount that are classified as parachute payments may be paid without incurring Excise Taxes. If the CIC-Related Severance Benefit becomes subject to the cap described above, the amount due to the Executive under Section 5.3(a), 5.3(b) or 5.3(d) (cash payments) shall be reduced such that initially; thereafter, the value of Committee shall determine how the Total Payments that Executive is entitled to receive shall be one dollar ($1) less than the maximum amount which such Executive may receive without becoming CIC-Related Severance Benefits subject to the tax imposed by Code Section 4999, or which Company may pay without loss of deduction under Code Section 280G(a). For purposes of determining whether any of the Total Payments will cap shall be subject to the Excise Tax, the amounts of such Excise Tax and the amount of any Gross Up Payment, the following shall apply:paid.

Excise Tax Equalization Payment. Subject to the limitation below, in the event that Executive If Monroe becomes entitled to any payment or benefit under this section 3 (such benefits together with any other payments Agreement, or benefits payable under any other agreement with, or plan or policy of, Company are referred to in CPC or any of its affiliates or from any person who acquires ownership or effective control or ownership of a substantial portion of the aggregate as Corporation's assets (within the “Total Payments”), if meaning of Code section 280G) and all or any part of the Total Payments such payments will be subject to the tax (the “Excise Tax”) imposed by Code Section 4999 (section 4999, including any interest and penalties with respect thereto, or any similar tax that may hereafter be imposedimposed (excluding therefrom any tax and interest that may imposed under Code section 409A), Company the Corporation shall pay to Executive Monroe in cash an additional amount (the “"Gross-Up Payment”) such that the net amount retained by Executive "), which, after deduction of and payment of: (i) any Excise Tax on the Total Payments and under Section 4999 thereon; (ii) any federalFederal, state state, and local income tax, penalties, interest tax thereon; and Excise Tax upon the Gross-Up Payment provided for by this section 3 (including FICA and FUTA)iii) any F.I.C.A. tax thereon, shall be equal to the Total PaymentsExcise Tax on such total payments. Any such payment The Gross-Up Payment shall be made by Company the Corporation to Executive Monroe as soon as practical following the Termination Datea Change in Control, but in no event beyond twenty later than ninety (2090) days from such dateafter the date thereof. Executive shall only The determination of whether any payments will be entitled subject to a Gross-Up Payment under this section 3 if Executive’s “parachute payments” (as such term is defined in Code Section 280G) exceed three hundred thirty percent (330%) (the “Threshold”) of Executive’s “base amount” (as determined tax under Code Section 280G(b)). In section 4999 and the event Executive’s parachute payments do not exceed the Threshold, the benefits provided to amount of such Executive under this Agreement that are classified as parachute payments tax shall be reduced such that made jointly by the value Corporation's independent auditors and a certified public accounting firm of the Total Payments that Executive is entitled to receive shall be one dollar ($1) less than the maximum amount which such Executive may receive without becoming subject to the tax imposed by Code Section 4999, or which Company may pay without loss of deduction under Code Section 280G(a)Monroe's choice. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax, the amounts of such Excise Tax and the amount of any Gross the Gross- Up Payment, Monroe shall be deemed to pay Federal income taxes at the following highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of Monroe's residence on the date of the Change in Control. If the tax under Code section 4999 imposed by the Internal Revenue Service exceeds the amount of such tax as calculated by the Corporation, then the Corporation shall apply:pay to Monroe an additional amount of cash so as to make him whole and carry out the intention of this Section 10, plus interest on any portion thereof that is a reimbursement of payments made by Monroe to the U.S. Treasury in satisfaction thereof or to his tax advisors and preparers for services rendered in connection therewith at the rate that is three (3) percentage points above the interest rate announced by Bank of America (or its successor) as its prime lending rate from the date such payments were made by Monroe until he is reimbursed in full.

Excise Tax Equalization Payment. Subject to the limitation below, in In the event that a Change in Control occurs and the Executive becomes entitled to any payment benefits or benefit payments under this section 3 (such benefits together with Agreement, or any other payments or benefits payable under any other agreement withplan, arrangement, or plan or policy of, agreement with the Company are referred to in the aggregate as (the “Total Payments”), if all and such benefits or any part of the Total Payments payments will be subject to the tax (the “Excise Tax”) imposed by Code Section 4999 of the Code (or any similar tax that may hereafter be imposed), the Company shall pay to the Executive in cash an additional amount (the “Gross-Up Payment”) such that the net amount to be retained by the Executive after deduction of any Excise Tax on upon the Total Payments and any federalFederal, state and local income tax, penalties, interest tax and Excise Tax upon the Gross-Up Payment provided for by this section 3 Section 8.3 (including FICA and FUTA), FICA) shall be equal to the Total Payments. Any such Such payment shall be made by the Company to the Executive as soon as practical following on or before the Termination Datedate on which the taxes are remitted by the Company to the taxing authorities, and all such payments shall be made in accordance with Section 409A of the Code. Notwithstanding the foregoing provisions of this Section 8.3, if it shall be determined that the Parachute Value of the Total Payments is more than one hundred percent (100%) but in less than one hundred five percent (105%) of the Safe Harbor Amount, then no event beyond twenty (20) days from such date. Executive shall only be entitled to a Gross-Up Payment under this section 3 if shall be paid to the Executive’s . The term “Parachute Value” means the present value, as of the date of the change of control for purposes of Section 280G of the Code, of those Total Payments that are “parachute payments” (as such term is defined in Code under Section 280G) exceed three hundred thirty percent (330%) (G of the Code. The term “Threshold”) of Safe Harbor Amount” means 2.99 times the Executive’s “base amount,” (as determined under Code within the meaning of Section 280G(b)). In the event Executive’s parachute payments do not exceed the Threshold, the benefits provided to such Executive under this Agreement that are classified as parachute payments shall be reduced such that the value 280G(b)(3) of the Total Payments that Executive is entitled to receive shall be one dollar ($1) less than the maximum amount which such Executive may receive without becoming subject to the tax imposed by Code Section 4999, or which Company may pay without loss of deduction under Code Section 280G(a). For purposes of determining whether any of the Total Payments will be subject to the Excise Tax, the amounts of such Excise Tax and the amount of any Gross Up Payment, the following shall apply:Code.

Excise Tax Equalization Payment. Subject to the limitation below, in In the event that Executive (through acceleration of vesting of benefits pursuant to Section 6.1 or otherwise) the Participant becomes entitled to any receive a payment or benefit under this section 3 Section 6 (such benefits together with any other payments or benefits payable under any other agreement with, or plan or policy of, Company are referred to in the aggregate as the “Total PaymentsChange of Control Payment”), if all or any part of the Total Payments ) that will be subject to the tax (the “Excise Tax”) imposed by Code Section 4999 of the Internal Revenue Code (or any similar tax that may hereafter be imposed), Company then the Bank shall pay to Executive Participant in cash an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive Participant after deduction of any Excise Tax on upon the Total Payments Change of Control Payment and any federalFederal, state and local income tax, penalties, interest tax and Excise Tax excise tax upon the Gross-Up Payment provided for by this section 3 Section 6.3 (including FICA and FUTA), shall be equal to the Total PaymentsChange of Control Payment. Any In the event the Participant makes an election pursuant to the regulations under Section 280G of the Code (or any similar provision) (the “Acceleration Election”) to accelerate the payment of any Excise Tax due with respect to a Change of Control Payment which, pursuant to the terms of the Plan, will be paid subsequent to the year in which the Change of Control occurs such payment Gross-Up Payment shall be made by Company the Bank to Executive as soon as practical following the Termination Date, but in no event beyond twenty Participant within thirty (2030) days from the later of (i) the Change of Control that triggers the payment obligation and (ii) the date on which the Participant notifies the Bank in writing of the Participant’s Acceleration Election. In the event the Participant does not make an Acceleration Election, such dateGross-Up Payment(s) shall be made concurrent with the payment of any retirement benefit under the Plan which is treated as a Change of Control Payment. Executive All Gross-Up Payments payable to the Participant shall only be entitled subject to all required and customary deductions by the Bank and the Participant acknowledges that if the Participant is an employee of the Bank at the time a Gross-Up Payment under this section 3 if Executive’s “parachute payments” (as such term is defined in Code Section 280G) exceed three hundred thirty percent (330%) (made, all or subsequently all of the “Threshold”) of Executive’s “base amount” (as determined under Code Section 280G(b)). In the event Executive’s parachute payments do not exceed the Threshold, the benefits provided to such Executive under this Agreement that are classified as parachute payments Gross-Up Payment shall be reduced such that the value withheld and remitted to Federal and/or state tax authorities on behalf of the Total Payments that Executive is entitled to receive Participant. For the purpose of this Section 6.3, all defined terms shall be one dollar ($1) less than given the maximum amount which such Executive may receive without becoming subject to the tax imposed by Code Section 4999, or which Company may pay without loss of deduction under Code Section 280G(a). For purposes of determining whether any of the Total Payments will be subject to the Excise Tax, the amounts of such Excise Tax and the amount of any Gross Up Payment, the following shall apply:meanings provided herein.

Excise Tax Equalization Payment. Subject to the limitation below, in the event that Executive becomes entitled to any payment or benefit under this section 3 (such benefits together with any other payments or benefits payable under any other agreement with, or plan or policy of, Company are referred to in the aggregate as the “Total Payments”), if all or any part of the Total Payments will be subject to the tax (the “Excise Tax”) imposed by Code Section 4999 (or any similar tax that may hereafter be imposed), Company shall pay to Executive in cash an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive after deduction of any Excise Tax on the Total Payments and any federal, state and local income tax, penalties, interest and Excise Tax upon the Gross-Up Payment provided for by this section 3 (including FICA and FUTA), shall be equal to the Total Payments. Any such payment shall be made by Company to Executive as soon as practical following the Termination Date, but in no event beyond twenty (20) days from such date. Executive shall only be entitled to a Gross-Up Payment under this section 3 if Executive’s “parachute payments” (as such term is defined in Code Section 280G) exceed three hundred thirty percent (330%) (the “Threshold”) of Executive’s “base amount” (as determined under Code Section 280G(b)). In the event Executive’s parachute payments do not exceed the Threshold, the benefits provided to such Executive under this Agreement that are classified as parachute payments shall be reduced such that the value of the Total Payments that Executive is entitled to receive shall be one dollar ($1) less than the maximum amount which such Executive may receive without becoming subject to the tax imposed by Code Section 4999, or which Company may pay without loss of deduction under Code Section 280G(a). For purposes of determining whether any of the Total Payments will be subject to the Excise Tax, the amounts of such Excise Tax and the amount of any Gross Up Payment, Payment the following shall apply:

Excise Tax Equalization Payment. Subject to the limitation below, in In the event that Executive (through acceleration of vesting of benefits pursuant to Section 6.1 or otherwise) the Participant becomes entitled to any receive a payment or benefit under this section 3 Section 6 (such benefits together with any other payments or benefits payable under any other agreement with, or plan or policy of, Company are referred to in the aggregate as the “Total Payments”), if all or any part "Change of the Total Payments Control Payment") that will be subject to the tax (the “"Excise Tax”") imposed by Code Section 4999 of the Internal Revenue Code (or any similar tax that may hereafter be imposed), Company then the Bank shall pay to Executive Participant in cash an additional amount (the “"Gross-Up Payment”) such that the net amount retained by Executive Participant after deduction of any Excise Tax on upon the Total Payments Change of Control Payment and any federalFederal, state and local income tax, penalties, interest tax and Excise Tax excise tax upon the Gross-Up Payment provided for by this section 3 Section 6.3 (including FICA and FUTA), shall be equal to the Total PaymentsChange of Control Payment. Any In the event the Participant makes an election pursuant to the regulations under Section 280G of the Code (or any similar provision) (the "Acceleration Election") to accelerate the payment of any Excise Tax due with respect to a Change of Control Payment which, pursuant to the terms of the Plan, will be paid subsequent to the year in which the Change of Control occurs such payment Gross-Up Payment shall be made by Company the Bank to Executive as soon as practical following the Termination Date, but in no event beyond twenty Participant within thirty (2030) days from the later of (i) the Change of Control that triggers the payment obligation and (ii) the date on which the Participant notifies the Bank in writing of the Participant's Acceleration Election. In the event the Participant does not make an Acceleration Election, such dateGross-Up Payment(s) shall be made concurrent with the payment of any retirement benefit under the Plan which is treated as a Change of Control Payment. Executive All Gross-Up Payments payable to the Participant shall only be entitled subject to all required and customary deductions by the Bank and the Participant acknowledges that if the Participant is an employee of the Bank at the time a Gross-Up Payment under this section 3 if Executive’s “parachute payments” (as such term is defined in Code Section 280G) exceed three hundred thirty percent (330%) (made, all or subsequently all of the “Threshold”) of Executive’s “base amount” (as determined under Code Section 280G(b)). In the event Executive’s parachute payments do not exceed the Threshold, the benefits provided to such Executive under this Agreement that are classified as parachute payments Gross-Up Payment shall be reduced such that the value withheld and remitted to Federal and/or state tax authorities on behalf of the Total Payments that Executive is entitled to receive Participant. For the purpose of this Section 6.3, all defined terms shall be one dollar ($1) less than given the maximum amount which such Executive may receive without becoming subject to the tax imposed by Code Section 4999, or which Company may pay without loss of deduction under Code Section 280G(a). For purposes of determining whether any of the Total Payments will be subject to the Excise Tax, the amounts of such Excise Tax and the amount of any Gross Up Payment, the following shall apply:meanings provided herein.

Excise Tax Equalization Payment. Subject to 5.7.1. If the limitation below, in the event that Executive becomes entitled to a payment under subsection 5.6 and/or any other payment or benefit under this section 3 (such benefits together with any other payments Agreement or benefits payable under any other agreement with, with or plan or policy of, of the Company are referred to (in the aggregate as aggregate, the “"Total Payments”), ") and if all or any part of the Total Payments will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise Tax”"Code") imposed by Code Section 4999 (or any similar tax that may hereafter be imposedimposed (the "Excise Tax"), the Company shall pay to the Executive in cash an additional lump sum amount (the “"Gross-Up Payment”") such that the net amount retained by the Executive after deduction of any Excise Tax on upon the Total Payments and any federal, state and local income tax, penaltieswage, interest employment and Excise Tax upon the Gross-Up Payment provided for by this section 3 (including FICA and FUTAFICA), shall be equal to the Total Payments. Any such Such payment shall be made by the Company to the Executive as soon as practical practicable following the Termination Dateeffective date of the Executive's termination, but in no event beyond twenty thirty (2030) days from such date. Executive shall only be entitled to a Gross-Up Payment under Notwithstanding the foregoing provisions of this section 3 Section 5.7.1, if Executive’s “parachute payments” (as such term is defined in Code Section 280G) exceed three hundred thirty percent (330%) (the “Threshold”) of Executive’s “base amount” (as determined under Code Section 280G(b)). In the event Executive’s parachute payments do not exceed the Threshold, the benefits provided to such Executive under this Agreement that are classified as parachute payments it shall be reduced such determined that the value some of the Total Payments that Executive is entitled to receive shall be one dollar ($1) less than the maximum amount which such Executive may receive without becoming subject to the tax imposed by Code Section 4999, or which Company may pay without loss of deduction under Code Section 280G(a). For purposes of determining whether any of the Total Payments will would be subject to the Excise Tax, but that the Parachute Value of the Total Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to the Executive and the amounts payable to the Executive under this Agreement shall be reduced so that the Parachute Value of such Excise Tax and the amount Total Payments, in the aggregate, equals the Safe Harbor Amount. For purposes of any Gross Up Paymentthe preceding sentence, the following shall apply:(i) "