Common use of Golden Parachute Provisions Clause in Contracts

Golden Parachute Provisions. Notwithstanding anything to the contrary in this Agreement, any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with any statute, regulation, order or similar limitation in effect at the time the payments would otherwise be paid, including, without limitation, the requirements of 12 U.S.C. §1828(k) and/or 12 C.F.R. Part 359 and the regulations issued thereunder (a “Regulatory Limitation”). Without limiting the foregoing, any such payments made to the Executive pursuant to this Agreement, or otherwise, shall be subject to forfeiture and return to the Employers in the event that the Employers or their successors later obtain information indicating that the Executive has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under 12 C.F.R. §359.4(a)(4). If any amount otherwise payable to Executive pursuant to this Agreement is prohibited or limited by any Regulatory Limitation: (i) Bank shall pay the maximum amount that may be paid under the Regulatory Limitation; and (ii) shall use commercially reasonable efforts to obtain the consent of the appropriate agency or body to pay any amounts that cannot be paid due to the application of the Regulatory Limitation. In the event that any payments pursuant to this Agreement, alone or in combination with any other compensation, are subject to the excise tax described in Section 280G of the Code and the regulations promulgated thereunder, such payments shall be reduced to the maximum amount that may be paid under Section 280G of the Code without being considered an excess parachute payment subject to the excise tax imposed by Section 4999 of the Code. In the event that a reduction of payments is required under this Section 12, all payments that count as parachute payments will be reduced on a pro-rata basis so there would be no change to the time and form of any payment in a manner that is inconsistent with Section 409A of the Code.