Golden Parachute Cap. Notwithstanding anything in this Agreement to the contrary, any payment or benefit to be provided to Executive, whether pursuant to this Agreement or otherwise, that is a “Parachute Payment” as defined in Code Section 280G(b)(2), shall be reduced to the extent necessary so that the benefits payable or to be provided to Executive under this Agreement that are Parachute Payments, as well as any Parachute Payments provided outside of this Agreement shall not cause Chemical, the Bank or any Affiliate to have paid an “Excess Parachute Payment” as defined in Code Section 280G(b)(1). If it is established that an Excess Parachute Payment has occurred or shall occur under this Agreement or otherwise, any remaining Parachute Payments shall be reduced (cash payments first) to ensure that the total payments to Executive do not exceed 2.99 times Executive’s “Base Amount” as defined in Code Section 280G(b)(3).
Appears in 2 contracts
Samples: Change in Control Agreement (Chemical Financial Corp), Executive Employment Agreement (Chemical Financial Corp)
Golden Parachute Cap. Notwithstanding anything in this Agreement Section 6(b)(i) to the contrary, any payment or benefit to be provided to Executive, whether pursuant to this Agreement or otherwise, that is a “Parachute Payment” as defined in Code Section 280G(b)(2), shall be reduced to the extent necessary so that the benefits payable or to be provided to Executive under this Agreement that are Parachute Payments, as well as any Parachute Payments provided outside of this Agreement shall not cause Chemical, the Bank Chemical or any Affiliate to have paid an “Excess Parachute Payment” as defined in Code Section 280G(b)(1). If it is established that an Excess Parachute Payment has occurred or shall occur under this Agreement or otherwise, any remaining Parachute Payments shall be reduced (cash payments first) to ensure that the total payments to Executive do not exceed 2.99 times Executive’s “Base Amount” as defined in Code Section 280G(b)(3).
Appears in 2 contracts
Samples: Executive Employment Agreement (Chemical Financial Corp), Executive Employment Agreement (Chemical Financial Corp)