Common use of Overpayments and Underpayments Clause in Contracts

Overpayments and Underpayments. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made ("Overpayment") or that additional Agreement Payments which will have not been made by HUBCO could have been made ("Underpayment"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to HUBCO together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to HUBCO in and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made ("“Overpayment"”) or that additional Agreement Payments which will have not been made by HUBCO HUB could have been made ("“Underpayment"”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO HUB or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to HUBCO HUB together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to HUBCO HUB in and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made ("Overpayment") or that additional Agreement Payments which will have not been made by HUBCO the Company could have been made ("Underpayment"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to HUBCO the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to HUBCO the Company in and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Section section 280G of the CodeCode at the time of an initial determination by the Auditors hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made ("an “Overpayment"”) or that additional Agreement Payments which will not have not been made by HUBCO the Company could have been made ("an “Underpayment"”), consistent in each case, consistent case with the calculation of the Reduced Amount hereunder. In the event that the Certified Public AccountantsAuditors, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO the Company or Executive which said Certified Public Accountants the Participant that the Auditors believe has a high probability of success, determines determine that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive the Participant that he or she shall repay to HUBCO the Company, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(Asection 7872(f)(2) of the Code; provided, however, that no amount shall be payable by Executive the Participant to HUBCO in the Company if and to the extent that such payment would not reduce the amount which that is subject to taxation under Section section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, Auditors determine that an Underpayment has occurred, any such Underpayment shall promptly be promptly paid or transferred by the Company to or for the benefit of the Executive Participant, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(Asection 7872(f)(2) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made ("Overpayment") or that additional Agreement Payments which will have not been made by HUBCO Bancorp could have been made ("Underpayment"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO Bancorp or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to HUBCO Bancorp together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to HUBCO Bancorp in and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Section section 280G of the CodeCode at the time of an initial determination by the Auditors hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made ("an “Overpayment"”) or that additional Agreement Payments which will not have not been made by HUBCO the Company could have been made ("an “Underpayment"”), consistent in each case, consistent case with the calculation of the Reduced Amount hereunder. In the event that the Certified Public AccountantsAuditors, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO the Company or Executive the Participant which said Certified Public Accountants the Auditors believe has a high probability of success, determines determine that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive the Participant which Executive he or she shall repay to HUBCO the Company, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(Asection 7872(f)(2) of the Code; provided, however, that no amount shall be payable by Executive the Participant to HUBCO in the Company if and to the extent that such payment would not reduce the amount which is subject to taxation under Section section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, Auditors determine that an Underpayment has occurred, any such Underpayment shall promptly be promptly paid or transferred by the Company to or for the benefit of the Executive Participant, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(Asection 7872(f)(2) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Section section 280G of the CodeCode at the time of an initial determination by the Auditors hereunder, it is possible that Agreement Payments may will have been made by the Company which that should not have been made ("an “Overpayment"”) or that additional Agreement Payments which that will not have not been made by HUBCO the Company could have been made ("an “Underpayment"”), consistent in each case, consistent case with the calculation of the Reduced Amount hereundermaximum amount permitted to be paid under Section 4(a). In the event that the Certified Public AccountantsAuditors, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO the Company or the Executive which said Certified Public Accountants that the Auditors believe has a high probability of success, determines determine that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Executive which Executive he or she shall repay to HUBCO the Company, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(Asection 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Executive to HUBCO in the Company if and to the extent that such payment would not reduce the amount which is subject to taxation Company’s Federal income tax liability under Section 4999 section 280G of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, Auditors determine that an Underpayment has occurred, any such Underpayment shall promptly be promptly paid or transferred by the Company to or for the benefit of the Executive Executive, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(Asection 7872(f)(2) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made ("Overpayment"AOverpayment@) or that additional Agreement Payments which will have not been made by HUBCO could have been made ("Underpayment"AUnderpayment@), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to HUBCO together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to HUBCO in and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made ("“Overpayment"”) or that additional Agreement Payments which will have not been made by HUBCO the Company could have been made ("“Underpayment"”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to HUBCO the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to HUBCO the Company in and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of an initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which that should not have been made ("an “Overpayment"”) or that additional Agreement Payments which that will not have not been made by HUBCO the Company could have been made ("an “Underpayment"”), consistent in each case, consistent case with the calculation of the Reduced Amount hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO the Company or Executive which said Certified Public Accountants believe that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which that Executive shall repay to HUBCO the Company, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no amount shall be payable by Executive to HUBCO in the Company if and to the extent that such payment would not reduce the amount which that is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall promptly be promptly paid or transferred by the Company to or for the benefit of the Executive Executive, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Section section 280G of the CodeCode at the time of an initial determination by the Auditors hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (an "Overpayment") or that additional Agreement Payments which will not have not been made by HUBCO the Company could have been made (an "Underpayment"), consistent in each case, consistent case with the calculation of the Reduced Amount hereunder. In the event that the Certified Public AccountantsAuditors, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO the Company or Executive the Participant which said Certified Public Accountants the Auditors believe has a high probability of success, determines determine that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive the Participant which Executive he or she shall repay to HUBCO the Company, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(Asection 7872(f)(2) of the Code; provided, however, that no amount shall be payable by Executive the Participant to HUBCO in the Company if and to the extent that such payment would not reduce the amount which is subject to taxation under Section section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, Auditors determine that an Underpayment has occurred, any such Underpayment shall promptly be promptly paid or transferred by the Company to or for the benefit of the Executive Participant, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(Asection 7872(f)(2) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Section section 280G of the CodeCode at the time of an initial determination by the Auditors hereunder, it is possible that Agreement Payments may will have been made by the Company Corporation which should not have been made (an "Overpayment") or that additional Agreement Payments which will not have not been made by HUBCO the Corporation could have been made (an "Underpayment"), consistent in each case, consistent case with the calculation of the Reduced Amount hereunder. In the event that the Certified Public AccountantsAuditors, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO the Corporation or Executive which said Certified Public Accountants the Participant that the Auditors believe has a high probability of success, determines determine that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive the Participant that he or she shall repay to HUBCO the Corporation, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(Asection 7872(f)(2) of the Code; provided, however, that no amount shall be payable by Executive the Participant to HUBCO in the Corporation if and to the extent that such payment would not reduce the amount which that is subject to taxation under Section section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, Auditors determine that an Underpayment has occurred, any such Underpayment shall promptly be promptly paid or transferred by the Company Corporation to or for the benefit of the Executive Participant, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(Asection 7872(f)(2) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of an initial determination by the Auditors hereunder, it is possible that Agreement Payments may will have been made by the Company Corporation which should not have been made ("an “Overpayment"”) or that additional Agreement Payments which will not have not been made by HUBCO the Corporation could have been made ("an “Underpayment"”), consistent in each case, consistent case with the calculation of the Reduced Amount hereunder. In the event that the Certified Public AccountantsAuditors, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO the Corporation or Executive the Participant which said Certified Public Accountants the Auditors believe has a high probability of success, determines determine that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive the Participant which Executive he or she shall repay to HUBCO the Corporation, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no amount shall be payable by Executive the Participant to HUBCO in the Corporation if and to the extent that such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, Auditors determine that an Underpayment has occurred, any such Underpayment shall promptly be promptly paid or transferred by the Company Corporation to or for the benefit of the Executive Participant, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of the initial determination by the Auditors hereunder, it is possible that Agreement Payments may will have been made by the Company Huntington which should not have been made (an "Overpayment") or that additional Agreement Payments which will not have not been made by HUBCO Huntington could have been made (an "Underpayment"), consistent in each case, consistent case with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountantsauditors, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO the Company or Executive the Employee which said Certified Public Accountants the Auditors believe has a high probability of success, determines determine that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Executive which Executive he shall repay to HUBCO Huntington, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Executive to HUBCO in Huntington if and to the extent that such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public AccountantsAuditors, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall promptly be promptly paid by the Company Huntington to or for the benefit of the Executive Executive, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of an initial determination by the Auditors hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (an "Overpayment") or that additional Agreement Payments which will not have not been made by HUBCO the Company could have been made (an "Underpayment"), consistent in each case, consistent case with the calculation of the Reduced Amount hereunder. In the event that the Certified Public AccountantsAuditors, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO the Company or Executive which said Certified Public Accountants the Participant that the Auditors believe has a high probability of success, determines determine that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive the Participant that he or she shall repay to HUBCO the Company, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no amount shall be payable by Executive the Participant to HUBCO in the Company if and to the extent that such payment would not reduce the amount which that is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, Auditors determine that an Underpayment has occurred, any such Underpayment shall promptly be promptly paid or transferred by the Company to or for the benefit of the Executive Participant, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Code Section 280G at the time of an initial determination by the CodeAuditors hereunder, it is possible that Agreement Payments may will have been made by the Company which that should not have been made ("an “Overpayment"”) or that additional Agreement Payments which that will not have not been made by HUBCO the Company could have been made ("an “Underpayment"”), consistent in each case, consistent case with the calculation of the Reduced Amount hereunder. In the event that the Certified Public AccountantsAuditors, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO the Company or Executive which said Certified Public Accountants the Participant that the Auditors believe has a high probability of success, determines determine that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive the Participant which Executive he or she shall repay to HUBCO the Company, together with interest at the applicable Federal federal rate provided for in Code Section 7872(f)(2)(A) of the Code7872(f)(2); provided, however, that no amount shall be payable by Executive the Participant to HUBCO in the Company if and to the extent that such payment would not reduce the amount which is subject to taxation under Code Section 4999 of the Code4999. In the event that the Certified Public Accountants, based upon controlling precedent, Auditors determine that an Underpayment has occurred, any such Underpayment shall promptly be promptly paid or transferred by the Company to or for the benefit of the Executive Participant, together with interest at the applicable Federal federal rate provided for in Code Section 7872(f)(2)(A) of the Code7872(f)(2).

Overpayments and Underpayments. As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of an initial determination by the Auditors hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made ("an “Overpayment"”) or that additional Agreement Payments which will not have not been made by HUBCO the Company could have been made ("an “Underpayment"”), consistent in each case, consistent case with the calculation of the Reduced Amount hereunder. In the event that the Certified Public AccountantsAuditors, based upon the assertion of a deficiency by the Internal Revenue Service against HUBCO the Company or Executive the Participant which said Certified Public Accountants the Auditors believe has a high probability of success, determines determine that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive the Participant which Executive he or she shall repay to HUBCO the Company, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no amount shall be payable by Executive the Participant to HUBCO in the Company if and to the extent that such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, Auditors determine that an Underpayment has occurred, any such Underpayment shall promptly be promptly paid or transferred by the Company to or for the benefit of the Executive Participant, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.