Common use of Maximum Payments Clause in Contracts

Maximum Payments. Notwithstanding any provision in this Agreement to the contrary, if part or all of any amount to be paid to Executive by Mercantile under this Agreement or otherwise constitutes a “parachute payment” (or payments) under Section 280G or any other similar provision of the Internal Revenue Code of 1986, as amended (the “Code”), the following limitation shall apply: If the aggregate present value of such parachute payments (the “Parachute Amount”) exceeds 2.99 times Executive’s “base amount” as defined in Section 280G of the Code, the amount otherwise payable to or for the benefit of the Executive subsequent to the termination of his employment, and taken into account in calculating the Parachute Amount (the “Termination Payment”), shall be reduced as further described below, to the extent necessary so that the Parachute Amount is equal to 2.99 times the Executive’s “base amount”. Any determination or calculation described in this Paragraph shall be made by Mercantile’s independent accountants at Mercantile’s expense. Such determination, and any proposed reduction in termination payments shall be furnished in writing promptly by the accountants to the Executive. In the event that Mercantile’s independent accountants propose a reduction in termination payments, Executive may request that Mercantile obtain at Mercantile’s expense an independent valuation of Executive’s Non-Compete and Non-Solicitation Agreement. If, after obtaining such valuation, Mercantile’s independent accountants still recommend a reduction in termination payments, Executive may then elect, in his sole discretion, which and how much of any particular termination payment shall be reduced and shall advise Mercantile in writing of his election, within thirty (30) days of the accountant’s determination, of the reduction in Termination Payments. If no such election is made by the Executive within such thirty (30) day period, Mercantile may elect which and how much of any termination payment shall be reduced and shall notify the Executive promptly of such election. As promptly as practicable following such determination and the elections hereunder, Mercantile shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Executive. Any disagreement regarding a reduction in termination payments will be subject to arbitration under this Agreement. Neither the Executive’s designation of specific payments to be reduced nor the Executive’s acceptance of reduced payments shall waive the Executive’s right to contest such reduction.

Maximum Payments. Notwithstanding any provision in this Agreement to the contrary, if part or all of any amount to be paid to Executive by Mercantile under this Agreement or otherwise constitutes a “parachute payment” (or payments) under Section 280G or any other similar provision of the Internal Revenue Code of 1986, as amended (the “Code”), the following limitation shall apply: If the aggregate present value of such parachute payments (the “Parachute Amount”) exceeds 2.99 times Executive’s “base amount” as defined in Section 280G of the Code, the amount otherwise payable to or for the benefit of the Executive subsequent to the termination of his employment, and taken into account in calculating the Parachute Amount (the “Termination Payment”), shall be reduced as further described below, to the extent necessary so that the Parachute Amount is equal to 2.99 times the Executive’s “base amount”. Any determination or calculation described in this Paragraph shall be made by Mercantile’s independent accountants at Mercantile’s expense. Such determination, and any proposed reduction in termination payments shall be furnished in writing promptly by the accountants to the Executive. In the event that Mercantile’s independent accountants propose a reduction in termination payments, Executive may request that Mercantile obtain at Mercantile’s expense an independent valuation of Executive’s Non-Compete and Non-Solicitation Agreement. If, after obtaining such valuation, Mercantile’s independent accountants still recommend a reduction in termination payments, The Executive may then elect, in his sole discretion, which and how much of any particular termination payment shall be reduced and shall advise Mercantile in writing of his election, within thirty (30) days of the accountant’s determination, of the reduction in Termination Payments. If no such election is made by the Executive within such thirty (30) day period, Mercantile may elect which and how much of any termination payment shall be reduced and shall notify the Executive promptly of such election. As promptly as practicable following such determination and the elections hereunder, Mercantile shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Executive. Any disagreement regarding a reduction in termination payments will be subject to arbitration under this Agreement. Neither the Executive’s designation of specific payments to be reduced nor the Executive’s acceptance of reduced payments shall waive the Executive’s right to contest such reduction.

Maximum Payments. Notwithstanding any provision in this Agreement to the contrary, if part or all of any amount to be paid to Executive by Mercantile the Corporation under this Agreement or otherwise constitutes constitute a “parachute payment” (or payments) under Section 280G or any other similar provision of the Internal Revenue Code of 1986, as amended (the “Code”), the following limitation shall apply: If the aggregate present value of such parachute payments (the “Parachute Amount”) exceeds 2.99 (i) three (3) times Executive’s “base amount” as defined in Section 280G of the Code, and (ii) less One Dollar ($1.00), then the amount amounts otherwise payable to or for the benefit of the Executive subsequent to the termination of his employment, and taken into account in calculating the Parachute Amount (the “Termination PaymentPayments”), shall be reduced and/or delayed, as further described below, to the extent necessary so that the Parachute Amount is equal to 2.99 three (3) times the Executive’s “base amount”,” less One Dollar ($1.00). Any determination or calculation described in this Paragraph 5 shall be made by Mercantilethe Corporation’s independent accountants at Mercantileor the Corporation’s expensetax counsel, as selected by Executive. Such determination, and any proposed reduction and/or delay in termination payments shall be furnished in writing promptly by the accountants to the Executive. In the event that Mercantile’s independent accountants propose a reduction in termination payments, Executive may request that Mercantile obtain at Mercantile’s expense an independent valuation of Executive’s Non-Compete and Non-Solicitation Agreement. If, after obtaining such valuation, Mercantile’s independent accountants still recommend a reduction in termination payments, The Executive may then elect, in his sole discretion, which and how much of any particular termination payment shall be reduced and/or delayed and shall advise Mercantile the Corporation in writing of his election, within thirty (30) days of the accountant’s determination, of the reduction or delay in Termination Paymentstermination payments. If no such election is made by the Executive within such thirty (30) -day period, Mercantile the Corporation may elect which and how much of any termination payment shall be reduced and/or delayed and shall notify the Executive promptly of such election. As promptly as practicable following such determination and the elections hereunder, Mercantile the Corporation shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Executive. Any disagreement regarding a reduction or delay in termination payments will be subject to arbitration under Paragraph 15 of this Agreement. Neither the Executive’s designation of specific payments to be reduced or delayed, nor the Executive’s acceptance of reduced payments or delayed payments, shall waive the Executive’s right to contest such reductionreduction or delay.

Maximum Payments. Notwithstanding any provision in this Agreement agreement to the contrary, if part or all of any amount to be paid to Executive EXECUTIVE by Mercantile FIRSTBANK under this Agreement agreement or otherwise constitutes constitute a “‘parachute payment” (or payments) under Section 280G or any other similar provision of the Internal Revenue Code of 1986, as amended (the “Code”), the following limitation shall apply: If the aggregate present value of such parachute payments (the “Parachute Amount”) exceeds 2.99 times ExecutiveEXECUTIVE’s “base amount” as defined in Section 280G of the Code, the amount otherwise payable to or for the benefit of the Executive EXECUTIVE subsequent to the termination of his employment, and taken into account in calculating the Parachute Amount (the “Termination Paymenttermination payment”), shall be reduced and/or delayed, as further described below, to the extent necessary so that the Parachute Amount is equal to 2.99 times the ExecutiveEXECUTIVE’s “base amount”. Any determination or calculation described in this Paragraph 6 shall be made by MercantileFIRSTBANK’s independent accountants at Mercantile’s expenseaccountants. Such determination, and any proposed reduction and/or delay in termination payments shall be furnished in writing promptly by the accountants to the ExecutiveEXECUTIVE. In the event that Mercantile’s independent accountants propose a reduction in termination payments, Executive may request that Mercantile obtain at Mercantile’s expense an independent valuation of Executive’s Non-Compete and Non-Solicitation Agreement. If, after obtaining such valuation, Mercantile’s independent accountants still recommend a reduction in termination payments, Executive The EXECUTIVE may then elect, in his their sole discretion, which and how much of any particular termination payment shall be reduced and/or delayed and shall advise Mercantile FIRSTBANK in writing of his their election, within thirty (30) days of the accountant’s determination, of the reduction or delay in Termination Paymentstermination payments. If no such election is made by the Executive EXECUTIVE within such thirty (30) day 30 days period, Mercantile FIRSTBANK may elect which and how much of any termination payment shall be reduced and/or delayed and shall notify the Executive EXECUTIVE promptly of such election. As promptly as practicable following such determination and the elections hereunder, Mercantile FIRSTBANK shall pay to or distribute to or for the benefit of the Executive EXECUTIVE such amounts as are then due to the ExecutiveEXECUTIVE. Any disagreement regarding a reduction or delay in termination payments will be subject to arbitration under paragraph 9 of this Agreementagreement. Neither the ExecutiveEXECUTIVE’s designation of specific payments to be reduced or delayed, nor the ExecutiveEXECUTIVE’s acceptance of reduced payments or delayed payments, shall waive the ExecutiveEXECUTIVE’s right to contest such reductionreduction or delay.

Maximum Payments. Notwithstanding any provision in this Agreement to the contrary, if part or all of any amount to be paid to Executive by Mercantile the Corporation under this Agreement or otherwise constitutes constitute a “"parachute payment” " (or payments) under Section 280G or any other similar provision of the Internal Revenue Code of 1986, as amended (the “"Code”"), the following limitation shall apply: If the aggregate present value of such parachute payments (the “"Parachute Amount”") exceeds 2.99 (i) three (3) times Executive’s “'s "base amount” " as defined in Section 280G of the Code, and (ii) less One Dollar ($1.00), then the amount amounts otherwise payable to or for the benefit of the Executive subsequent to the termination of his employment, and taken into account in calculating the Parachute Amount (the “"Termination Payment”Payments"), shall be reduced and/or delayed, as further described below, to the extent necessary so that the Parachute Amount is equal to 2.99 three (3) times the Executive’s “'s "base amount”," less One Dollar ($1.00). Any determination or calculation described in this Paragraph 5 shall be made by Mercantile’s the Corporation's independent accountants at Mercantile’s expenseor the Corporation's tax counsel, as selected by Executive. Such determination, and any proposed reduction and/or delay in termination payments shall be furnished in writing promptly by the accountants to the Executive. In the event that Mercantile’s independent accountants propose a reduction in termination payments, Executive may request that Mercantile obtain at Mercantile’s expense an independent valuation of Executive’s Non-Compete and Non-Solicitation Agreement. If, after obtaining such valuation, Mercantile’s independent accountants still recommend a reduction in termination payments, The Executive may then elect, in his sole discretion, which and how much of any particular termination payment shall be reduced and/or delayed and shall advise Mercantile the Corporation in writing of his election, within thirty (30) days of the accountant’s 's determination, of the reduction or delay in Termination Paymentstermination payments. If no such election is made by the Executive within such thirty (30) -day period, Mercantile the Corporation may elect which and how much of any termination payment shall be reduced and/or delayed and shall notify the Executive promptly of such election. As promptly as practicable following such determination and the elections hereunder, Mercantile the Corporation shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Executive. Any disagreement regarding a reduction or delay in termination payments will be subject to arbitration under Paragraph 15 of this Agreement. Neither the Executive’s 's designation of specific payments to be reduced or delayed, nor the Executive’s 's acceptance of reduced payments or delayed payments, shall waive the Executive’s 's right to contest such reductionreduction or delay.