Common use of 280 G Clause in Contracts

280 G. If Executive’s severance or other compensation provided by the Bank or Bancorp under this Agreement or outside this Agreement would cause any such payment to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Internal Revenue Code), then the payments made under paragraph 9 hereof or made outside this Agreement, as applicable, will be reduced (pro rata in the case of installment payments) to the largest amount which may be paid without any portion of such amount being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code. In the event there is a dispute among the parties regarding the extent to which payments must be reduced pursuant to this paragraph 11 (c), such dispute will be resolved by the good faith determination of the Board of Directors of the Bank or Bancorp or the Compensation Committee of the Board of Directors of the Bank or Bancorp.

280 G. If Executive’s severance or other compensation provided by the Bank or Bancorp under this Agreement or outside this Agreement would cause any such payment to be an “excess parachute payment” (as defined in Section section 280G(b)(1) of the Internal Revenue Code), then the payments made under paragraph 9 hereof or made outside this Agreement, as applicable, will be reduced (pro rata in the case of installment payments) to the largest amount which may be paid without any portion of such amount being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code. In the event there is a dispute among the parties regarding the extent to which payments must be reduced pursuant to this paragraph 11 (c), such dispute will be resolved by the good faith determination of the Board of Directors of the Bank or Bancorp or the Compensation Committee of the Board of Directors of the Bank or Bancorp.