Section 280G Compliance Sample Clauses

Section 280G Compliance. (a) In the event it shall be determined that any payment or distribution of any type to or for the Employee’s benefit, by the Company or any Affiliate of the Company, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets and the Employee becomes entitled to any benefits or payments in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) under this Agreement, or any other plan, arrangement, or agreement with the Company (the “Total Payments”), and the Total Payments will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed), the aggregate present value of the Payments (as defined below) under this Agreement shall be reduced (but not below zero) to the Reduced Amount (as defined below). The term “Payment” means any benefit or payment in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code)

Section 280G Compliance. In the event that any payments or benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this Section 15, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits hereunder will be delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code (currently being equal to 2.99 times the Executive’s base amount within the meaning of Section 280G of the Code as finally determined for federal income tax purposes). If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments and (ii) reduction of employee benefits. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 15 will be made in writing by the Company’s independent public accountants or such other person or entity to which the parties mutually agree in writing immediately prior to a Change in Control as defined for purpose of Code Section 280G (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 15, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 15.

Section 280G Compliance. Notwithstanding any other provision of this Agreement, if any of the payments provided for in this Agreement, together with any other payments which the Employee has the right to receive from the Employer or any corporation which is a member of an “affiliated group” (as defined in Section 1504(a) of the Internal Revenue Code without regard to Section 1504(b) of the Code) of which the Employer is a member, would constitute an “excess parachute payment” (as defined in Section 280G(b)(2) of the Code), payments pursuant to this Agreement shall be reduced to the extent necessary to ensure that no portion of such payments will be subject to the excise tax imposed by Section 4999 of the Code. SOUTHERN CONNECTICUT BANCORP, INC. THE BANK OF SOUTHERN CONNECTICUT Employment Agreement with S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ - January 2013 Page 9 of 9

Section 280G Compliance. None of the Acquired Companies has become obligated to make, or will as a result of any event connected directly or indirectly with any Contemplated Transaction become obligated to make, any “parachute payment” as defined in Section 280G of the Code.

Section 280G Compliance. If tax counsel appointed by CapStar (the “Tax Counsel”) determines that any or the aggregate value (as determined pursuant to Section 280G of the Code) of all payments, distributions, accelerations of vesting, awards and provisions of benefits by CapStar to or for the benefit of Executive (whether paid or payable, distributed or distributable, accelerated, awarded or provided pursuant to the terms of this Agreement or otherwise) (a “Payment”) would constitute an “excess parachute payment” within the meaning of Section 280G of the Code and be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), such Payment shall be reduced to the least extent necessary so that no portion of the Payment shall be subject to the Excise Tax and no part of the income tax deduction for the Payment shall be disallowed under Section 280G of the Code, but only if, by reason of such reduction, the net after-tax benefit received by Executive as a result of such reduction will exceed the net after-tax benefit that would have been received by Executive if no such reduction were made. The Payment shall be reduced, if applicable, by CapStar in the following order of priority: (A) reduction of any cash severance payments otherwise payable to Executive that are exempt from Section 409A of the Code; (B) reduction of any other cash payments or benefits otherwise payable to Executive that are exempt from Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code; (C) reduction of any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code, in each case beginning with payments that would otherwise be made last in time; and (D) reduction of any other payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting and payments with respect to any equity award that are exempt from Section 409A of the Code. If, however, such Payment is not reduced as described above, then such Payment shall be paid in full to Executive and Executive shall be responsible for payment of any Excise Taxes relating to the Payment. All determinations required to be made under this Section 4, and the assumptions to be utilized in arrivin...