Common use of No Section 280G Golden Parachute Clause in Contracts

No Section 280G Golden Parachute. If, in the good faith determination of the Company or its independent certified public accountants (the “Accountants”), the aggregate present value (determined as of the date of the Change in Control in accordance with the provisions of Section 280G of the Code) of both the Severance Benefit and any other payments to the Employee in the nature of compensation that are contingent on a change in ownership or effective control of USB or the Bank or in the ownership of a substantial portion of the assets of USB or the Bank (the “Aggregate Severance”) would result in a “parachute payment,” as defined under Section 280G of the Code, then the Aggregate Severance shall be reduced (in accordance with Section 409A) to an amount no greater than an amount equal to 2.99 multiplied by Employee’s “base amount” for the “base period,” as those terms are defined under Section 280G of the Code. In the event that the Aggregate Severance is required to be reduced pursuant to this Section 1(c), the latest payments in time shall be reduced first, and if multiple portions of the Aggregate Severance to be reduced are paid at the same time, any non-cash payments will be reduced before any cash payments, and any remaining cash payments will be reduced pro rata. The amount and order of any reductions pursuant to this Section 1(c) will be determined in the reasonable discretion of the Company or, at the Company’s election, the Accountants. Neither the Company nor the Accountants will have any liability for actions taken in compliance with these provisions.

No Section 280G Golden Parachute. If, in the good faith determination of the Company or its independent certified public accountants (the “Accountants”), the aggregate present value (determined as of the date of the Change in Control in accordance with the provisions of Section 280G of the Code) of both the Severance Benefit and any other payments to the Employee in the nature of compensation that are contingent on a change in ownership or effective control of USB FUSB or the Bank or in the ownership of a substantial portion of the assets of USB FUSB or the Bank (the “Aggregate Severance”) would result in a “parachute payment,” as defined under Section 280G of the Code, then the Aggregate Severance shall be reduced (in accordance with Section 409A) to an amount no greater than an amount equal to 2.99 multiplied by Employee’s “base amount” for the “base period,” as those terms are defined under Section 280G of the Code. In the event that the Aggregate Severance is required to be reduced pursuant to this Section 1(c), the latest payments in time shall be reduced first, and if multiple portions of the Aggregate Severance to be reduced are paid at the same time, any non-cash payments will be reduced before any cash payments, and any remaining cash payments will be reduced pro rata. The amount and order of any reductions pursuant to this Section 1(c) will be determined in the reasonable discretion of the Company or, at the Company’s election, the Accountants. Neither the Company nor the Accountants will have any liability for actions taken in compliance with these provisions.

No Section 280G Golden Parachute. If, in the good faith determination of the Company or its independent certified public accountants (the “Accountants”), the aggregate present value (determined as of the date of the Change in Control in accordance with the provisions of Section 280G of the Code) of both the Severance Benefit and any other payments to the Employee in the nature of compensation that are contingent on a change in ownership or effective control of USB or the Bank ALC or in the ownership of a substantial portion of the assets of USB or the Bank ALC (the “Aggregate Severance”) would result in a “parachute payment,” as defined under Section 280G of the Code, then the Aggregate Severance shall be reduced (in accordance with Section 409A) to an amount no greater than an amount equal to 2.99 multiplied by Employee’s “base amount” for the “base period,” as those terms are defined under Section 280G of the Code. In the event that the Aggregate Severance is required to be reduced pursuant to this Section 1(c), the latest payments in time shall be reduced first, and if multiple portions of the Aggregate Severance to be reduced are paid at the same time, any non-cash payments will be reduced before any cash payments, and any remaining cash payments will be reduced pro rata. The amount and order of any reductions pursuant to this Section 1(c) will be determined in the reasonable discretion of the Company or, at the Company’s election, the Accountants. Neither the Company nor the Accountants will have any liability for actions taken in compliance with these provisions.