Common use of PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL Clause in Contracts

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (and even if the Executive's employment will not terminate as a result of such Change in Control), the Company or the Bank shall pay the Executive (or in the event of his subsequent death, his estate), a cash lump sum equal to 2.999 of the Executive's "base amount" as calculated under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor thereto); provided, however, that such amounts shall be subject to applicable withholding taxes. "Base amount" generally means the Executive's average annual compensation for services performed for the Company and the Bank which was includible in the Executive's gross income for the most recent five (5) taxable years ending before the date of the Change in Control.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (and even if the Executive's employment will not terminate as a result of such Change in Control), the Company or the Bank shall pay the Executive (or in the event of his her subsequent death, his her estate), a cash lump sum equal to 2.999 of the Executive's "base amount" as calculated under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor thereto); provided, however, that such amounts shall be subject to applicable withholding taxes. "Base amount" generally means the Executive's average annual compensation for services performed for the Company and the Bank which was includible in the Executive's gross income for the most recent five (5) taxable years ending before the date of the Change in Control.