Common use of Certain Reduction of Payments Clause in Contracts

Certain Reduction of Payments. Notwithstanding any other provisions of this Agreement, if payments and benefits under this Agreement, together with any other payments and benefits received or to be received by the Employee in connection with a change in control, would cause any amount to be nondeductible by the Bank or the Company for federal income tax purposes pursuant to Section 280G of the Code, then payments and benefits under this Agreement shall be reduced (not less than zero) to the extent necessary so as to maximize payments and benefits to the Employee without causing any amount to become nondeductible by the Bank or the Company by reason of Section 280G of the Code. The Employee shall determine the allocation of such reduction among payments and benefits to the Employee.