Common use of Parachute Tax Clause in Contracts

Parachute Tax. Notwithstanding anything in the foregoing to the contrary, if any of the payments to Employee (prior to any reduction below) provided for in this Agreement, together with any other payments which Employee has the right to receive from the Company or any corporation which is a member of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed at the highest applicable marginal rate). If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s participant’s stock awards.

Parachute Tax. Notwithstanding anything in the foregoing this Agreement to the contrary, if the amount of any of payment to be received by you pursuant to this Agreement (including the payments to Employee (prior to any reduction below) accelerated vesting provided for in Section 5) will be reduced (but not below zero) by the amount, if any, necessary to prevent any part of any payment or benefit received or to be received by the you in connection with a Change in Control, (whether payable or provided pursuant to this Agreement, together with Agreement (but without regard to this Section 6) or any other payments which Employee has agreement, contract, plan or arrangement with the right to receive from the Company Bank, any person whose action results in such Change in Control or any corporation which is a member of an “affiliated group” (as defined in Section 1504(a280G(d)(5) of the Internal Revenue Code of 1986, as amended (the “Code”)) which includes the Bank) (such foregoing payments or benefits referred to collectively as the “Total Payments”), without regard to from being treated as an “excess parachute payment” within the meaning of Section 1504(b280G(b)(I) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), but only if and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would extent such reduction will also result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to any reductionin, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax Federal taxes (all of which shall be computed at the highest applicable marginal rate)) including any taxes payable pursuant to Section 4999 of the Code, a greater after-tax benefit to you than the after-tax benefit to you of the Total Payments computed without regard to any such reduction. If For purposes of the foregoing, (i) no portion of the Total Payments will be taken into account which in the opinion of nationally-recognized tax counsel selected by you (“Tax Counsel”) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code; (ii) any reduction in payments pursuant to this Agreement will be computed by taking into account, in accordance with Section 280G(b)(4) of the Code, that portion of the Total Payments which is reasonable compensation, within the meaning of Section 280G(b)(4) of the Code, in the opinion of Tax Counsel; (iii) the value of any non-cash benefits or of any deferred or accelerated payments or benefits included in the Total Payments will be determined by Tax Counsel in accordance with the principles of Section 280G(d)(3) and (4) of the Code and the Treasury Regulations thereunder; and (iv) in the event of any uncertainty as to whether a reduction of the in Total Payments to the Safe Harbor Amount Executive is necessaryrequired pursuant hereto, then the reduction shall occur Bank will initially make all payments otherwise required to be paid to you hereunder, and any amounts so paid which are ultimately determined not to have been payable hereunder either (x) upon our mutual agreement, or (y) upon Tax Counsel furnishing you with its written opinion setting forth the amount of such payments not to have been so payable under this Section 6, or (z) in the following order: reduction event a portion of cash payments; cancellation the Total Payments shall be determined by a court or an Internal Revenue Service proceeding to have otherwise been an “excess parachute payment,” the amount so determined in (x), (y) or (z) shall be repaid by you to the Bank within ten (10) business days after the time of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reducedsuch mutual agreement, such acceleration opinion is so furnished to you, or of vesting such determination, as applicable. All fees and expenses of any Tax Counsel or accounting firm selected under this Section 6 shall be cancelled in borne solely by the reverse order of the date of grant of the Employee’s participant’s stock awardsBank.

Parachute Tax. Notwithstanding anything in the foregoing to the contrary, if any of the payments to Employee (prior to any reduction below) provided for in this Agreement, together with any other payments which Employee has the right to receive from the Company or any corporation which is a member of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed at the highest applicable marginal rate). If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the following order: order unless the Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payments occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s participant’s stock awardsawards unless the Employee elects in writing a different order for cancellation.

Parachute Tax. Notwithstanding anything (i) In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Corporation, any affiliate (as that term is used in Treas. Reg. §1.280G-1, Q/A-46) or associated company or any trust established by the foregoing Corporation, any such affiliate or associated company for the benefit of its employees, to or for your benefit (whether paid or payable or distributed or distributable pursuant to the contraryterms of this Agreement, if any or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the payments Code, or any interest or penalties are incurred by you with respect to Employee such excise tax (prior to any reduction below) provided for in this Agreementsuch excise tax, together with any other payments which Employee has such interest and penalties, hereinafter collectively referred to as the right to receive from the Company or any corporation which is a member of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“CodeExcise Tax”), you shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including, without regard to Section 1504(blimitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, you retain an amount of the CodeGross-Up Payment equal to the Excise Tax imposed upon the Payments. For purposes of this Section 5, of which the Company is a member (the “Payments”) would constitute ” will include any payments, benefits or distributions to other persons with respect to awards granted to you and transferred by you to such other person in accordance with the terms of the awards, to the extent that such awards result in taxable income being attributable to you. Notwithstanding the foregoing provisions of this paragraph (5)(i), if it is determined that you are entitled to a “parachute payment” Gross-Up Payment, but that the value of the Parachute Payments (as defined in Section 280G(b)(2below) does not exceed 110% (105% if you are Recently Hired (as defined below) by the Corporation) of the Code), and if the Safe Harbor Amount is greater than the Taxed Amount(as defined below), then no Gross-Up Payment will be made to you and the total amount of such Payments shall Payments, in the aggregate, will be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed at the highest applicable marginal rate). If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur will be made in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s participant’s stock awards.:

Parachute Tax. Notwithstanding anything in the foregoing to the contrary, if any of the payments to Employee (prior to any reduction below) provided for in this Agreement, together with any other payments which Employee has the right to receive from the Company or any corporation which is a member of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, amount shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed at the highest applicable marginal rate). If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s participant’s stock awards.

Parachute Tax. Notwithstanding anything in the foregoing to the contrary, if any of the payments to Employee (prior to any reduction below) provided for in this Agreement, together with any other payments which Employee has the right to receive from the Company or any corporation which is a member of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “Payments”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed at the highest applicable marginal rate). If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s participant’s stock awardsawards unless the Employee elects in writing a different order for cancellation.

Parachute Tax. Notwithstanding anything Anything in the foregoing this Agreement to the contrarycontrary notwithstanding, if it shall be determined that any payment, award, benefit or distribution by the Company (or any of its affiliated entities) or by any entity which effectuates a Change of Control (or any of its affiliated entities) to or for the payments benefit of the Officer (whether pursuant to Employee the terms of this Agreement or otherwise) (prior each a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any reduction below) provided for in this Agreementcorresponding provisions of state or local tax laws, or any interest or penalties with respect to such excise tax (such excise tax, together with any other payments which Employee has the right such interest and penalties, are hereinafter collectively referred to receive from the Company or any corporation which is a member of an “affiliated group” as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without regard to Section 1504(b) of the Code, of which the Company is a member (the “PaymentsExcise Tax”) would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and if it shall also be determined that, by reducing the Payments to a present value (as calculated in accordance with Section 280G of the Code) that is one dollar less than the Safe Harbor Amount is greater (as hereinafter defined), the Officer would receive a larger after-tax benefit from the Payments than if such reduction had not occurred, the Taxed Amount, then the total amount of such Payments shall be reduced so as to have a present value that is one dollar less than the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the payments or benefits provided under Section 9(g)(i) before reducing the other payments under this Agreement or otherwise; thereafter any such reduction shall be made to other cash payments to which the Officer is entitled. For purposes of this Section 21, “Safe Harbor Amount” is shall mean the largest portion of the Payments greatest amount that would result in no portion of the Payments being subject could be paid to the excise tax set forth at Section 4999 Officer such that the receipt of the Code (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior would not give rise to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, All determinations required to be made under this Section 21 shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and by the Excise Tax (all of which shall be computed at public accounting firm that is retained by the highest applicable marginal rate). If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order Company as of the date of grant immediately prior to the Change in Control (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Officer within fifteen (15) business days of the Employee’s participant’s stock awardsreceipt of notice from the Officer that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

Parachute Tax. Notwithstanding anything in the foregoing to the contrary, if any of the payments to Employee (prior to any reduction below) provided for in this Agreement, together with any other payments which Employee has the right to receive from the Company or any corporation which is a member of an “"affiliated group” " as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (“"Code”"), without regard to Section 1504(b) of the Code, of which the Company is a member (the “"Payments”") would constitute a “"parachute payment” " (as defined in Section 280G(b)(2) of the Code), and if the Safe Harbor Amount is greater than the Taxed Amount, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “"Safe Harbor Amount” " is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 4999 of the Code (“"Excise Tax”"). The “"Taxed Amount” " is the total amount of the Payments (prior to any reduction, above) notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all of which shall be computed at the highest applicable marginal rate). If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the following order: order unless the Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payments occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s 's participant’s 's stock awardsawards unless the Employee elects in writing a different order for cancellation.