Limits on Payments. In no event shall the payments described in paragraphs 7(c) and 7(d) exceed the amount permitted by Section 280G of the Internal Revenue Code (as amended). Therefore, with respect to the payment(s) described in paragraphs 7(c) and 7(d) only, if the aggregate present value (determined as of the date of the Change of Control in accordance with the provisions of Section 280G of the Internal Revenue Code [as amended] or any successor thereof and the regulations and rulings thereunder ["Section 280G"]) of the Severance Amount would result in a parachute payment (as determined under Section 280G), then the Severance Amount shall not be greater than an amount equal to 2.99 multiplied by Executive's base amount (as determined under Section 280G) for the base period (as determined under Section 280G). In the event the Severance Amount is required to be reduced pursuant to this paragraph 7(f), Executive shall be entitled to determine which portions of the Severance Amount are to be reduced so that the Severance Amount satisfies the limit set forth in the preceding sentence. Executive's average annual compensation shall be based on the most recent five taxable years ending before the Change of Control (or the period during which Executive was employed by Employers if Executive has been employed by Employers for less than five years). Should Executive be assessed any excise tax as a result of any payment of the Severance Amount that complies with Section 280G, Employers shall pay all such assessed excise taxes, but shall pay no other taxes assessed against Executive as a result of the payment of the Severance Amount.
Limits on Payments. It is the intention of the parties that none of the payments to which the Executive is entitled under this Agreement will constitute a “golden parachute payment” within the meaning of 12 USC section 1828(k)(3) or implementing regulations of the FDIC, the payment of which is prohibited. Notwithstanding any other provision of this Agreement to the contrary, any payments due to be made by Employer for the benefit of the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned on compliance with 12 USC section 1828(k) and any regulations promulgated thereunder including the receipt of all required approvals thereof by Employer’s primary federal banking regulator and/or the FDIC. In addition, Employer and its successors retain the legal right to demand the return of any payment made hereunder which constitutes a “golden parachute payment” within the meaning of 12 USC section 1828(k)(3) or implementing regulations of the FDIC should Employer or its successors later obtain information indicating that the Executive 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).
Limits on Payments. Executive and Employers intend for all payments under this Agreement to be either outside the scope of Code Section 409A or to comply with its requirements as to timing of payments. Accordingly, to the extent applicable, it is the general intention of the parties that this Agreement shall, to the extent practicable, be operated in accordance with the requirements of Code Section 409A, as amended, and the regulations and rulings thereunder, including any applicable transition rules. Without in any way limiting the foregoing, (i) in the event that Code Section 409A requires that any special terms, provision or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the extent practicable, be deemed to be made part of this Agreement, and (ii) terms used in this Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Employers shall have authority to take action, or refrain from taking any action, with respect to the payments and benefits under this Agreement that is reasonably necessary to comply with Code Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Code Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if any amounts or benefits payable under this Agreement in the event of Executive’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, payment of such amounts and benefits shall commence when Executive incurs a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h), without regard to any of the optional provisions thereunder, from Employers and any entity that would be considered a single employer with Employers under Code Section 414(b) or 414(c) (as modified by the rules under Code Section 409A) (“Separation from Service”). Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement by substituting the Agreement’s references to “termination of employment” or “termination” with Separation from Service. In addition, if at the time of Executive’s Separation from Service Executive is ...
Limits on Payments. No reimbursement will be granted for paper supplies of whatever nature, transportation, meals, or any other expense connected with any course except the cost of tuition, course fees, lab fees and books.
Limits on Payments. Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Bank to or for the benefit of Executive (whether payable or distributable pursuant to the terms of this Agreement or otherwise) would, if paid, be subject to the excise tax imposed by Section 4999 of the Code, then the aggregate present value of such payments shall be reduced (but not below zero) to an amount expressed in present value that maximizes the aggregate present value of the payments without causing the payments or any part thereof to be subject to the excise tax and therefore nondeductible by the Bank because of Section 280G of the Code (“Section 280G"). The reduction of the payments due hereunder, if applicable, shall be made by first reducing cash payments and then, to the extent necessary, reducing those payments having the next highest ratio of Parachute Value to actual present value of such payments as of the date of the change of control. For purposes of this Section 7(f), the “Parachute Value” of a payment means the present value as of the date of the change of control of the portion of such payment that constitutes a “parachute payment” under Section 280G(b)(2).
Limits on Payments. It is the intention of the parties that none of the payments to which the Executive is entitled under this Agreement will constitute a “golden parachute payment” within the meaning of 12 USC Section 1828(k)(4) or implementing regulations of the FDIC, the payment of which is prohibited (collectively, “Section 1828(k)(4)”). Notwithstanding any other provision of this Agreement to the contrary, any payments due to be made by Employer for the benefit of the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned on compliance with Section 1828(k)(4) and any regulations promulgated thereunder including the receipt of all required approvals thereof by Employer’s primary federal banking regulator and/or the FDIC. In addition, Employer and its successors retain the legal right to demand the return of any payment made hereunder which constitutes a “golden parachute payment” within the meaning of Section 1828(k)(4) should Employer or its successors later obtain information indicating that the Executive 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). The provisions in the Employment Agreement between Employer and Executive in effect at the time a payment is due hereunder related to Section 280G of the Code shall apply to the payments payable to Executive hereunder.
Limits on Payments. Regardless of the performance of HS and HP, the aggregate Earn-Out Payments shall under no circumstances exceed $9,000,000, and the HS Shareholders and HP Owners shall not be entitled to any Earn-Out Payments with respect to the performance of HS and HP after May 31, 2010.
Limits on Payments. It is the intention of the parties that none of the payments to which the Executive is entitled under this Agreement will constitute a “golden parachute payment” within the meaning of 12 USC Section 1828(k)(3) or implementing regulations of the FDIC, the payment of which is prohibited (collectively, “Section 1828(k)(3)”). Notwithstanding any other provision of this Agreement to the contrary, any payments due to be made by Employer for the benefit of the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned on compliance with Section 1828(k)(3) and any regulations promulgated thereunder including the receipt of all required approvals thereof by Employer’s primary federal banking regulator and/or the FDIC. To the extent any payments under this Agreement are deemed by the Employer or the FDIC to be prohibited pursuant to Section 1828(k)(3) or the implementing regulations of the FDIC, the Employer agrees to take commercially reasonable steps to obtain required approvals in order to make the payments contemplated by this Agreement. If payments contemplated by this agreement are delayed or suspended pursuant to 1828(k)(3) but later are no longer prohibited, payments that would have been made if not prohibited by Section 1828(k)(3) shall be paid to the Executive in a lump sum and any required monthly payments shall resume promptly after such payments are no longer prohibited. In addition, Employer and its successors retain the legal right to demand the return of any payment made hereunder which constitutes a “golden parachute payment” within the meaning of Section 1828(k)(3) or implementing regulations of the FDIC should Employer or its successors later obtain information indicating that the Executive 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).
Limits on Payments. Notwithstanding any other provision of this Agreement, if any portion of a payment made under the terms of this Agreement or under any other agreement between you and BW or plan of BW or its affiliates (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” and would, but for this paragraph, result in you being subject to an excise tax under Code Section 4999 or any successor provision (an “Excise Tax”), then the Total Payments to be made to you shall either be (A) delivered in full, or (B) delivered in such amount so that no portion of such Total Payment would be subject to the Excise Tax, whichever of the foregoing results in your receipt of the greatest benefit on an after-tax basis (taking into account the applicable federal, state and local income taxes and the Excise Tax).
Limits on Payments. We may agree limits with you which apply to certain types of payment instructions. For example, there is a limit on the value of a payment which you can send through the Faster Payments Service. You can find details of any such limits on the Website.
