Common use of Tax Limitations Clause in Contracts

Tax Limitations. (a) Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change of Control of the Bank or the Company or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company or the Bank, any person whose actions result in a Change of Control of the Company or any person affiliated with the Company or the Bank or such person) (all such payments and benefits, including the payments and benefits provided under this Agreement (the "Severance Payments"), being hereinafter called "Total Payments") would not be deductible (in whole or in part) by the Company, the Bank, an affiliate or a person making such payment or providing such benefit as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided in such other plan, arrangement or agreement), the cash Severance Payments shall first be reduced (if necessary, to zero); provided, however, that the Executive may elect (at any time prior to the payment of amounts payable hereunder) to have the noncash severance payments reduced (or eliminated) prior to any reduction of the cash Severance Payments. (b) For purposes of the limitation contained in subsection (a) of this section 12, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the delivery of a notice of termination of employment shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change of Control of the Company or the Bank, the Company's independent auditor (the "Auditor"), does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, including by reason of Section 280G(b)(4)(A) of the Code, (iii) the Severance Payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280(G)(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of Section 280G of the Code, in the opinion of Tax Counsel, and (iv) the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (c) If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Bank and the Company in applying the terms of this section 12, the aggregate "parachute payments" paid to of for the Executive's benefit are in an amount that would result in any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code, then the Executive shall have an obligation to pay the Bank upon demand an amount equal to the sum of (i) the excess of the aggregate "parachute payments" paid to or for the Executive's benefit over the aggregate "parachute payments" that could have been paid to or for the Executive's benefit without any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code; and (ii) interest on the amount set forth in clause (i) of this sentence at 120% of the rate provided in Section 1274(b)(2)(B) of the Code from the date of Executive's receipt of such excess until the date of such payment. If the Severance Payments shall be decreased pursuant to section (a) hereof, and the benefits under section 8(b)(iii) which remain payable after the application of this section 12 are thereafter reduced pursuant thereto because of the receipt by the Executive of substantially similar benefits, the Bank shall, at the time of such reduction, pay to the Executive the lowest of (a) the amount of the decrease made in the Severance Payments pursuant to this section 12, (b) the amount of the subsequent reduction in such benefits, or (c) the maximum amount which can be paid to the Executive without being, or causing any other payment to be, nondeductible by reason of Section 280G of the Code.

Tax Limitations. (a) Notwithstanding any other provision of this Agreement, in the event If it is determined that any payment or benefit received distribution from Trinity, any Affiliate (as defined below), or to be received trusts established by the Executive in connection with a Change Trinity or by any Affiliate to or for the benefit of Control of the Bank or the Company or the termination of the Executive's employment Xxxxx (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or any other planotherwise, arrangement and with a “payment” including, without limitation, the vesting or agreement with the Company payment of non-cash benefits or the Bank, any person whose actions result in a Change of Control of the Company or any person affiliated with the Company or the Bank or such personproperty) (all such payments and benefits, including the payments and benefits provided under this Agreement (the "Severance Payments"), being hereinafter called "Total Payments"a “Payment”) would not be deductible (in whole nondeductible by Trinity or in part) by the Company, the Bank, an affiliate or a person making such payment or providing such benefit as a result of Section 280G of the Internal Revenue Code of 1986its successor, as amended (the "Code")applicable, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided in such other plan, arrangement or agreement), the cash Severance Payments shall first be reduced (if necessary, to zero); provided, however, that the Executive may elect (at any time prior to the payment of amounts payable hereunder) to have the noncash severance payments reduced (or eliminated) prior to any reduction of the cash Severance Payments. (b) For for Federal income tax purposes of the limitation contained in subsection (a) of this section 12, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the delivery of a notice of termination of employment shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change of Control of the Company or the Bank, the Company's independent auditor (the "Auditor"), does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, including by reason of Section 280G(b)(4)(A) of the Code, (iii) the Severance Payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280(G)(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason because of Section 280G of the Code, in or any successor provision, then the opinion of Tax Counsel, and (iv) the aggregate present value of any noncash amounts payable or distributable to or for the benefit or any deferred payment or benefit included in the Total Payments of Xxxxx pursuant to this Agreement (“Agreement Payments”) shall be determined by reduced (but not below zero) to the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (c) If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Bank and the Company in applying the terms Reduced Amount. For purposes of this section 12section, the aggregate "parachute payments" paid to of for the Executive's benefit are in “Reduced Amount” shall be an amount that would result expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any portion Payment to be nondeductible because of such "parachute payments" not being deductible by reason of said Section 280G of the Code, then the Executive . The determination to be made hereunder shall have an obligation to pay the Bank upon demand an amount equal to the sum of be made within twenty (i20) the excess of the aggregate "parachute payments" paid to or for the Executive's benefit over the aggregate "parachute payments" that could have been paid to or for the Executive's benefit without any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code; and (ii) interest on the amount set forth in clause (i) of this sentence at 120% of the rate provided in Section 1274(b)(2)(B) of the Code from days after the date of Executive's receipt termination by the accounting firm for Trinity (the “Accounting Firm”), which shall provide detailed calculations thereof to Trinity and to Xxxxx, provided, however, that Xxxxx shall elect which and how much of such excess until the date of such payment. If the Severance Agreement Payments shall be decreased pursuant reduced consistent with such calculations. The determination to section be made by the Accounting Firm shall be binding upon Trinity and Xxxxx. For purposes of this Agreement, Trinity’s “Affiliates” include each company, corporation, partnership, bank, savings bank, savings and loan association, credit union or other financial institution, directly or indirectly, which is controlled by, controls, or is under common control with, Trinity (a) hereofspecifically including the Companies), and “control” means (x) the benefits under section 8(b)(iii) which remain payable after the application ownership of this section 12 are thereafter reduced pursuant thereto because 51% or more of the receipt by the Executive voting securities or other voting interest or other equity interest of substantially similar benefitsany corporation, the Bank shallpartnership, at the time of such reduction, pay to the Executive the lowest of (a) the amount of the decrease made in the Severance Payments pursuant to this section 12, (b) the amount of the subsequent reduction in such benefitsjoint venture or other business entity, or (cy) the maximum amount which can be paid to the Executive without beingpossession, directly or causing any other payment to beindirectly, nondeductible by reason of Section 280G of the Codepower to direct or cause the direction of the management and policies of such corporation, partnership, joint venture or other business entity.

Tax Limitations. (a) Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change of Control of the Bank or the Company or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company or the Bank, any person whose actions result in a Change of Control of the Company or any person affiliated with the Company or the Bank or such person) (all such payments and benefits, including the payments and benefits provided under this Agreement (the "Severance Payments"), being hereinafter called "Total Payments") would not be deductible (in whole or in part) by the CompanyBank, the Bankits parent, an affiliate or a person making such payment or providing such benefit as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided in such other plan, arrangement or agreement), the cash Severance Payments shall first be reduced (if necessary, to zero); provided, however, that the Executive may elect (at any time prior to the payment of amounts payable hereunder) to have the noncash severance payments reduced (or eliminated) prior to any reduction of the cash Severance Payments. (b) For purposes of the limitation contained in subsection (a) of this section 1210, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the delivery of a notice of termination of employment shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change of Control of event triggering the Company or the Bankpayment, the Company's independent auditor (the "Auditor"), does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, including by reason of Section 280G(b)(4)(A) of the Code, (iii) the Severance Payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280(G)(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of Section 280G of the Code, in the opinion of Tax Counsel, and (iv) the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (c) If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Bank and the Company in applying the terms of this section 1210, the aggregate "parachute payments" paid to of for the Executive's benefit are in an amount that would result in any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code, then the Executive shall have an obligation to pay the Bank upon demand an amount equal to the sum of (i) the excess of the aggregate "parachute payments" paid to or for the Executive's benefit over the aggregate "parachute payments" that could have been paid to or for the Executive's benefit without any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code; and (ii) interest on the amount set forth in clause (i) of this sentence at 120% of the rate provided in Section 1274(b)(2)(B) of the Code from the date of Executive's receipt of such excess until the date of such payment. If the Severance Payments shall be decreased pursuant to section (a) hereof, and the benefits under section 8(b)(iii) which remain payable after the application of this section 12 10 are thereafter reduced pursuant thereto because of the receipt by the Executive of substantially similar benefits, the Bank shall, at the time of such reduction, pay to the Executive the lowest of (a) the amount of the decrease made in the Severance Payments pursuant to this section 1210, (b) the amount of the subsequent reduction in such benefits, or (c) the maximum amount which can be paid to the Executive without being, or causing any other payment to be, nondeductible by reason of Section 280G of the Code.

Tax Limitations. (a) Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change of Control of the Bank or the Company or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company or the BankCompany, any person whose actions result in a Change of Control of the Company or any person affiliated with the Company or the Bank or such person) (all such payments and benefits, including the payments and benefits provided under this Agreement (the "Severance Payments"), being hereinafter called "Total Payments") would not be deductible (in whole or in part) by the Company, the Republic Security Bank, an affiliate or a person making such payment or providing such benefit as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided in such other plan, arrangement or agreement), the cash Severance Payments shall first be reduced (if necessary, to zero); provided, however, that the Executive may elect (at any time prior to the payment of amounts payable hereunder) to have the noncash severance payments reduced (or eliminated) prior to any reduction of the cash Severance Payments. (b) For purposes of the limitation contained in subsection (a) of this section 1211, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the delivery of a notice of termination of employment shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change of Control of the Company or the BankCompany, the Company's or Republic Security Bank's independent auditor (the "Auditor"), does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, including by reason of Section 280G(b)(4)(A) of the Code, (iii) the Severance Payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280(G)(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of Section 280G of the Code, in the opinion of Tax Counsel, and (iv) the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (c) If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Bank and the Company in applying the terms of this section 1211, the aggregate "parachute payments" paid to of for the Executive's benefit are in an amount that would result in any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code, then the Executive shall have an obligation to pay the Bank Company upon demand an amount equal to the sum of (i) the excess of the aggregate "parachute payments" paid to or for the Executive's benefit over the aggregate "parachute payments" that could have been paid to or for the Executive's benefit without any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code; and (ii) interest on the amount set forth in clause (i) of this sentence at 120% of the rate provided in Section 1274(b)(2)(B) of the Code from the date of Executive's receipt of such excess until the date of such payment. If the Severance Payments shall be decreased pursuant to section (a) hereof, and the benefits under section 8(b)(iii) which remain payable after the application of this section 12 11 are thereafter reduced pursuant thereto because of the receipt by the Executive of substantially similar benefits, the Bank shall, at the time of such reduction, pay to the Executive the lowest of (a) the amount of the decrease made in the Severance Payments pursuant to this section 1211, (b) the amount of the subsequent reduction in such benefits, or (c) the maximum amount which can be paid to the Executive without being, or causing any other payment to be, nondeductible by reason of Section 280G of the Code.