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: a. The payment described in Section 5(f)(ii) shall be less than the amount that would cause it to be a "parachute payment" within the meaning of Section 280G (b)(2)(A) of the Internal Revenue Code; and b. The executive's right to receive the payment described in Section 5(f)(ii) terminates (a) immediately if before the Change in Control transaction closes, the Executive terminates his employment without good reason or the Company terminates the Executive's employment for cause, or (b) two years after a Change in Control occurs.

Appears in 2 contracts

Samples: Employment Agreement (Pacific Financial Corp), Employment Agreement (Pacific Financial Corp)

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Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this agreement: a. (1) The payment described in Section 5(f)(ii) shall be less than the amount that would cause it to be a "parachute payment" within the meaning of Section 280G (b)(2)(A) of the Internal Revenue Code; and b. (2) The executive's right to receive the payment described in Section 5(f)(ii) terminates (a) immediately if before the Change in Control transaction closes, the Executive terminates his employment without good reason or the Company terminates the Executive's employment for cause, or (b) two years after a Change in Control occurs.

Appears in 2 contracts

Samples: Employment Agreement (Pacific Financial Corp), Employment Agreement (Pacific Financial Corp)

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this agreementAgreement: a. (1) The payment described in Section 5(f)(ii5(e)(3) shall will be less than the amount that would cause it to be a "parachute payment" within the meaning of Section 280G (b)(2)(A280G(b)(2)(A) of the Internal Revenue Code; and b. (2) The executiveExecutive's right to receive the payment described in Section 5(f)(ii5(e)(3) terminates (ai) immediately immediately, if before the Change in Control transaction closes, the Executive terminates his employment without good reason Good Reason or the Company terminates the Executive's employment for causeCause, or (bii) two years after a Change in Control occurs.

Appears in 2 contracts

Samples: Employment Agreement (Harbor Bancorp Inc), Employment Agreement (Harbor Bancorp Inc)

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this agreementAgreement: a. (1) The payment described in Section 5(f)(ii5(e)(3) shall will be less than the amount that would cause it to be a "parachute payment" within the meaning of Section 280G (b)(2)(A280G(b)(2)(A) of the Internal Revenue Code; and b. (2) The executiveExecutive's right fight to receive the payment described in Section 5(f)(ii5(e)(3) terminates (ai) immediately immediately, if before the Change in Control transaction closes, the Executive terminates his employment without good reason Good Reason or the Company Bank terminates the Executive's employment for causeCause, or (bii) two years after a Change in Control occurs.

Appears in 1 contract

Samples: Employment Agreement (Harbor Bancorp Inc)

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Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this agreementAgreement: a. (1) The payment described in Section 5(f)(ii4(e)(3) shall will be less than the amount that would cause it to be a "parachute payment" within the meaning of Section 280G (b)(2)(A280G(b)(2)(A) of the Internal Revenue Code; and b. (2) The executiveExecutive's right to receive the payment described in Section 5(f)(ii4(e)(2) terminates (ai) immediately immediately, if before the Change in Control transaction closes, the Executive terminates his employment without good reason Good Reason or the Company terminates the Executive's employment for causeCause, or (bii) two years six months after a Change in Control occurs.

Appears in 1 contract

Samples: Employment Agreement (Harbor Bancorp Inc)

Limitations on Payments Related to Change in Control. The following apply notwithstanding any other provision of this agreementAgreement: a. 1. The payment described in Section 5(f)(ii) shall be less than the amount that would cause it to be a "parachute payment" within the meaning of Section 280G (b)(2)(A) of the Internal Revenue Code; and b. 2. The executive's Executive’s right to receive the payment described in Section 5(f)(ii) terminates (a) immediately if before the Change in Control transaction closes, the Executive terminates his employment without good reason or the Company terminates the Executive's ’s employment for cause, or (b) two years after a Change in Control occurs.

Appears in 1 contract

Samples: Employment Agreement (Pacific Financial Corp)

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