Common use of Limitations on Payments Related to Change in Control Clause in Contracts

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this Agreement: (1) the total of the payments and benefits described in Section 9(d)(3) will be less than the amount that would cause them to be a “parachute payment” within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code; (2) the payment and benefits described in Section 9(d)(3) will be reduced by any compensation (in the form of cash or other benefits) received by Executive from the Company or its successor after the Change in Control and/or after Executive’s termination of employment; and (3) Executive’s right to receive the payments and benefits described in Section 9(d)(3) terminates (i) immediately if before the Change in Control transaction closes, Executive terminates his employment without Good Reason, or the Company terminates Executive’s employment for Cause, or (ii) two years after a Change of Control occurs.

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this Agreement: (1) the total of the payments and benefits described in Section 9(d)(3) will be less than the amount that would cause them to be a “"parachute payment” " within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code; (2) the payment and benefits described in Section 9(d)(3) will be reduced by any compensation (in the form of cash or other benefits) received by Executive from the Company Bank or its successor after the Change in Control and/or after Executive’s termination of employmentControl; and (3) Executive’s 's right to receive the payments and benefits described in Section 9(d)(3) terminates (i) immediately if before the Change in Control transaction closes, Executive terminates his employment without Good Reason, or the Company Bank terminates Executive’s 's employment for Cause, or (ii) two years one year after a Change of Control occurs.

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this Agreement: (1) the total of the payments and benefits described in Section 9(d)(310(d)(3) will be less than the amount that would cause them to be a “parachute payment” within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code; (2) the payment and benefits described in Section 9(d)(310(d)(3) will be reduced by any compensation (in the form of cash or other benefits) received by Executive from the Company or its successor after the Change in Control and/or after Executive’s termination of employment; and (3) Executive’s right to receive the payments and benefits described in Section 9(d)(310(d)(3) terminates (i) immediately if before the Change in Control transaction closes, Executive terminates his employment without Good Reason, or the Company terminates Executive’s employment for Cause, or (ii) two three years after a Change of Control occurs.

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this Agreement: (1) the total of the payments and benefits described in Section 9(d)(310(d)(3) will be less than the amount that would cause them to be a “"parachute payment” " within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code; (2) the payment and benefits described in Section 9(d)(310(d)(3) will be reduced by any compensation (in the form of cash or other benefits) received by Executive from the Company or its successor after the Change in Control and/or after Executive’s termination of employmentControl; and (3) Executive’s 's right to receive the payments and benefits described in Section 9(d)(310(d)(3) terminates (i) immediately if before the Change in Control transaction closes, Executive terminates his employment without Good Reason, or the Company terminates Executive’s 's employment for Cause, or (ii) two three years after a Change of Control occurs.

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this Agreement: (1) the total of the payments and benefits described in Section 9(d)(3) will be less than the amount that would cause them to be a “parachute payment” " within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code; (2) the payment and benefits described in Section 9(d)(3) will be reduced by any compensation (in the form of cash or other benefits) received by Executive from the Company or its successor after the Change in Control and/or after Executive’s termination of employmentControl; and (3) Executive’s 's right to receive the payments and benefits described in Section 9(d)(3) terminates (i) U immediately if before the Change in Control transaction closes, Executive terminates his employment without Good Reason, or the Company terminates Executive’s 's employment for Cause, or (ii) two years after a Change of Control occurs.

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this Agreement: (1) the total of the payments and benefits described in Section 9(d)(3) will be less than the amount that would cause them to be a “"parachute payment” " within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code; (2) the payment and benefits described in Section 9(d)(3) will be reduced by any compensation (in the form of cash or other benefits) received by Executive from the Company or its successor after the Change in Control and/or after Executive’s termination of employmentControl; and (3) Executive’s 's right to receive the payments and benefits described in Section 9(d)(3) terminates (i) immediately if before the Change in Control transaction closes, Executive terminates his employment without Good Reason, or the Company terminates Executive’s 's employment for Cause, or (ii) two years after a Change of Control occurs.

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this Agreement: (1) the total of the payments and benefits described in Section 9(d)(3) will be less than the amount that would cause them to be a “parachute payment” within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code; (2) the payment and benefits described in Section 9(d)(3) will be reduced by any compensation (in the form of cash or other benefits) received by Executive from the Company Bank or its successor after the Change in Control and/or after Executive’s termination of employment; and (3) Executive’s right to receive the payments and benefits described in Section 9(d)(3) terminates (i) immediately if before the Change in Control transaction closes, Executive terminates his employment without Good Reason, or the Company Bank terminates Executive’s employment for Cause, or (ii) two years one year after a Change of Control occurs.

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this Agreement: (1) the total of the payments and benefits described in Section 9(d)(3) will be less than the amount that would cause them to be a “parachute payment” within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code; (2) the payment and benefits described in Section 9(d)(3) will be reduced by any compensation (in the form of cash or other benefits) received by Executive from the Company Bank or its successor after the Change in Control and/or after Executive’s termination of employmentControl; and (3) Executive’s right to receive the payments and benefits described in Section 9(d)(3) terminates (i) immediately if before the Change in Control transaction closes, Executive terminates his employment without Good Reason, or the Company Bank terminates Executive’s employment for Cause, or (ii) two years one year after a Change of Control occurs.

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this Agreement: (1) the total of the payments and benefits described in Section 9(d)(310(d)(3) will be less than the amount that would cause them to be a “"parachute payment” " within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code; (2) the payment payments and benefits described in Section 9(d)(310(d)(3) will be reduced by any compensation (in the form of cash or other benefits) received by Executive from the Company Bank or its successor after the Change in Control and/or after Executive’s termination of employmentControl; and (3) Executive’s 's right to receive the payments and benefits described in Section 9(d)(310(d)(3) terminates (i) immediately immediately, if before the Change in Control transaction closes, Executive terminates his employment without Good Reason, Reason or the Company Bank terminates Executive’s 's employment for Cause, or (ii) two years one year after a Change of in Control occurs.

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this Agreement: (1) the total of the payments and benefits described in Section 9(d)(3) will be less than the amount that would cause them to be a “"parachute payment” " within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code; (2) the payment payments and benefits described in Section 9(d)(3) will be reduced by any compensation (in the form of cash or other benefits) received by Executive from the Company Bank or its successor after the Change in Control and/or after Executive’s termination of employmentControl; and (3) Executive’s 's right to receive the payments and benefits described in Section 9(d)(3) terminates (i) immediately immediately, if before the Change in Control transaction closes, Executive terminates his employment without Good Reason, Reason or the Company Bank terminates Executive’s 's employment for Cause, or (ii) two years one year after a Change of in Control occurs.

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this Agreement: (1) the total of the payments and benefits described in Section 9(d)(310(d)(3) will be less than the amount that would cause them to be a “parachute payment” within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code; (2) the payment and benefits described in Section 9(d)(310(d)(3) will be reduced by any compensation (in the form of cash or other benefits) received by Executive from the Company or its successor after the Change in Control and/or after Executive’s termination of employmentControl; and (3) Executive’s right to receive the payments and benefits described in Section 9(d)(310(d)(3) terminates (i) immediately if before the Change in Control transaction closes, Executive terminates his employment without Good Reason, or the Company terminates Executive’s employment for Cause, or (ii) two three years after a Change of Control occurs.