Golden Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, the Company shall not be required to pay any benefit under this Agreement if, upon the advice of counsel, the Company determines that the payment of such benefit would be prohibited by 12 C.F.R. Part 359 or any successor regulations regarding employee compensation promulgated by any regulatory agency having jurisdiction over the Company or its affiliates or to the extent the benefit would be a non-deductible excess parachute payment under Section 280G of the Code. To the extent possible, such benefit payment shall be proportionately reduced to allow payment within the fullest extent permissible under applicable law.
Golden Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not be required to pay any benefit under this Agreement if, upon the advice of counsel, the Bank determines that the payment of such benefit would be prohibited by 12 C.F.R. Part 359 or any successor regulations regarding employee compensation promulgated by any regulatory agency having jurisdiction over the Bank or its affiliates or to the extent the benefit would be a non-deductible excess parachute payment under Section 280G and 4999 of the Code. To the extent possible, such benefit payment shall be proportionately reduced to allow payment within the fullest extent permissible under applicable law. The Executive shall forfeit, for no consideration, any amount over and above such reduced amount.
Golden Parachute Payment. If any payment or benefit to the Executive under this Agreement or otherwise would be a Golden Parachute Payment that is prohibited by applicable law, then the total payments and benefits will be reduced to the Golden Parachute Limit. For purposes of this Section 3.12, “
Golden Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, the Company shall not be required to pay any benefit under this Agreement if, upon the advice of counsel, the Company determines that the payment of such benefit would be prohibited by 12 C.F.R. Part 359 or any successor regulations regarding employee compensation promulgated by any regulatory agency having jurisdiction over the Company or its affiliates. To the extent possible, such benefit payment shall be proportionately reduced to allow payment within the fullest extent permissible under applicable law.
Golden Parachute Payment. In the event the benefits provided for under this Plan or otherwise payable to Participant (i) constitute “parachute payments” within the meaning of Code Section 280G and (ii) but for this Section 5.3, would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then Participant’s benefit under the Plan shall be delivered as to such lesser extent which would result in no portion of such payments being subject to the Excise Tax. Unless the Bank and Participant otherwise agree in writing, any determination required under this Section 5.3 shall be made in writing in good faith by the accounting firm serving as the Bank’s independent accountants immediately prior to the Change in Control (the “Accountants”), in good faith consultation with Participant. For purposes of making the calculations required by this Section 5.3, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Bank and Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5.3. The Bank shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.3.
Golden Parachute Payment. If any payment or distribution by the Company to the Executive or for the Executive’s benefit, or the acceleration of the time of vesting of any stock option pursuant to the terms of this Agreement would constitute a parachute payment within the meaning of Section 280G(b)(2) of the Code and subject the Executive to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), the cash severance payments hereunder shall be reduced to the highest amount at which the Excise Tax would not apply if the amount thereby received by the Executive under this Agreement is higher than the amount that would be received after application of the Excise Tax if the cash severance payments were not so reduced.
Golden Parachute Payment. In the event any payment to Employee under this Agreement is deemed to be a "Golden Parachute Payment" as defined under Section 280G of the Internal Revenue Code as it relates to a change in control of Parent which results in the termination of Employee's employment prior to the end of the Term of this Agreement, Company agrees to reimburse Employee for any excise tax that may be assessed against Employee as a result of any such "Golden Parachute Payment" which is paid to Employee due to the change of control of Parent and the resulting termination of Employee's employment prior to the end of the Term of this Agreement.
Golden Parachute Payment. It is the intention of the parties that the Severance Amount payments and other payments under this Agreement are reasonable compensation for Employee's service to Company and its subsidiaries and shall not constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and any regulations thereunder. If the independent accountants acting as auditors for the Company on the date of a Change of Control (or another accounting firm designated by them) determine that the Severance Amount payments or other payments under this Agreement constitute "excess parachute payments" (without taking into account any amounts in excess of 299 percent (299%) of the "base amount," as defined in Section 280G(b)(3) which might otherwise be "reasonable compensation" within the meaning of Section 280G(b)(4)), then the payments under this Agreement shall, in lieu of the payments otherwise due, be increased to the sum of (a) the base amount, as defined in Section 280G(b)(3), plus (b) an amount equal to the quotient of (i) the "excess parachute payment," as defined in Section 280G(b), divided by (ii) one (1) minus the rate of tax (expressed as a decimal) imposed under Code Section 4999. The purpose of the preceding sentence is that payments hereunder are "grossed up" so that Employee will receive all amounts due under this Agreement without diminution by reason of taxes imposed under Section 4999.
Golden Parachute Payment. To the extent any payments contemplated by this Agreement or the SERP are determined to constitute a “golden parachute payment” as defined in 12 C.F.R. §359.1(f), ACFC and the Bank agree to file an application in support of such payments with all applicable regulatory agencies as soon as reasonably practicable.
Golden Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not be required to pay any benefit under this Agreement if, upon the advice of counsel, the Bank determines that the payment of such benefit would be prohibited by 12 C.F.R. Part 359 or any successor regulations regarding employee compensation promulgated by any regulatory agency having jurisdiction over the Bank or its affiliates. To the extent possible, such benefit payment shall be proportionately reduced to allow payment within the fullest extent permissible under applicable law. The Executive shall forfeit, for no consideration, any amount over and above such reduced amount.
