Common use of Golden Parachute Reduction Clause in Contracts

Golden Parachute Reduction. Notwithstanding Subsection (a), if the aggregate of the Severance Benefit and other payments and benefits which the Executive has the right to receive from the Company and its affiliates (including the value of any equity rights which become vested upon a Change in Control) (the “Total Payments”) would constitute a “parachute payment” as defined in Section 280G(b)(2) of the Code, the Executive shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive under Code Section 4999 that would be payable by the Executive (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive) if the Executive were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If the Executive is to receive the Reduced Payments, the Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Golden Parachute Reduction. Notwithstanding Subsection (a), if the aggregate of the Severance Benefit and other payments and benefits which the Executive has the right to receive from the Company Bank and its affiliates Affiliates (including the value of any equity rights which become vested upon a Change in Control) (the “Total Payments”) would constitute a “parachute payment” as defined in Section 280G(b)(2) of the Code, the Executive shall receive the Total Payments unless the (ai) after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive and the amount of any excise taxes payable by the Executive under Code Section 4999 that would be payable by the Executive (the “Excise Taxes”)) if the Executive were to receive the Total Payments has a lesser aggregate value than (bii) the after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive) if the Executive were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. If In the Executive event that any payment or benefit is required to receive the Reduced Paymentsbe reduced pursuant to this Section, the Executive shall portions of amounts paid or benefits provided latest in time will be entitled to determine which reduced first and if portions of the Total Payments, and the relative portions of each, are amounts to be paid or benefits to be provided at the same time must be reduced, noncash benefits will be reduced before cash payments.