Common use of Covered Benefits Clause in Contracts

Covered Benefits. “Covered Benefits” shall mean any benefit or payment from the Holding Company or any affiliate or any successor in interest to any of the foregoing that will be (or in the opinion of Tax Counsel (as defined below) might reasonably be expected to be) subject to any excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). In the event that at any time during or after the Term of Employment the Executive shall receive any Covered Benefits, the Holding Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive from the Gross-Up Payment, after deduction of any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes on the Gross-Up Payment, shall be equal to the Excise Tax on the Covered Benefits. For purposes of determining the amount of such Excise Tax on the Covered Benefits, the amount of the Covered Benefits that shall be taken into account in calculating the Excise Tax shall be equal to (i) the Covered Benefits, minus (ii) the amount of such Covered Benefits that, in the opinion of tax counsel selected by the Holding Company and reasonably acceptable to the Executive (“Tax Counsel”), are not parachute payments (within the meaning of Section 280G(b)(1) of the Code).

Covered Benefits. “Covered Benefits” " shall mean any payment or benefit paid or payment from provided to the Holding Employee by the Company or any affiliate or any successor in interest to any of the foregoing Company (whether pursuant to this Agreement or otherwise) that will be (or in the opinion of Tax Counsel (as defined below) might reasonably be expected to be) subject to any excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"). In the event that at any time during or after the Term of Employment the Executive Employee shall receive any Covered Benefits, the Holding Company shall pay to the Executive Employee an additional amount (the “"Gross-Up Payment”") such that the net amount retained by the Executive Employee from the Gross-Up Payment, after deduction of any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes on the Gross-Up Payment, shall be equal to the Excise Tax on the Covered Benefits. For purposes of determining the amount of such Excise Tax on the Covered Benefits, the amount of the Covered Benefits that shall be taken into account in calculating the Excise Tax shall be equal to (i) the Covered Benefits, minus less (ii) the amount of such Covered Benefits that, in the opinion of tax counsel selected by the Holding Company and reasonably acceptable to the Executive Employee (“"Tax Counsel”"), are not parachute payments (within the meaning of Section 280G(b)(1) of the Code).

Covered Benefits. “Covered Benefits” COVERED BENEFITS" shall mean any benefit or payment from the Holding Company or any affiliate or any successor in interest to any of the foregoing that will be (or in the opinion of Tax Counsel (as defined below) might reasonably be expected to be) subject to any excise tax (the “Excise Tax”"EXCISE TAX") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"CODE"). In the event that at any time during or after the Term of Employment the Executive shall receive any Covered Benefits, the Holding Company shall pay to the Executive an additional amount (the “Gross"GROSS-Up Payment”UP PAYMENT") such that the net amount retained by the Executive from the Gross-Up Payment, after deduction of any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes on the Gross-Up Payment, shall be equal to the Excise Tax on the Covered Benefits. For purposes of determining the amount of such Excise Tax on the Covered Benefits, the amount of the Covered Benefits that shall be taken into account in calculating the Excise Tax shall be equal to (i) the Covered Benefits, minus (ii) the amount of such Covered Benefits that, in the opinion of tax counsel selected by the Holding Company and reasonably acceptable to the Executive (“Tax Counsel”"TAX COUNSEL"), are not parachute payments (within the meaning of Section 280G(b)(1) of the Code).

Covered Benefits. “Covered Benefits” " shall mean any payment or benefit paid or payment from provided to the Holding Company Employee by the Bank or any affiliate or any successor in interest to any of the foregoing Bank (whether pursuant to this Agreement or otherwise) that will be (or in the opinion of Tax Counsel (as defined below) might reasonably be expected to be) subject to any excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"). In the event that at any time during or after the Term of Employment the Executive Employee shall receive any Covered Benefits, the Holding Company Bank shall pay to the Executive Employee an additional amount (the “"Gross-Up Payment”") such that the net amount retained by the Executive Employee from the Gross-Up Payment, after deduction of any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes on the Gross-Up Payment, shall be equal to the Excise Tax on the Covered Benefits. For purposes of determining the amount of such Excise Tax on the Covered Benefits, the amount of the Covered Benefits that shall be taken into account in calculating the Excise Tax shall be equal to (i) the Covered Benefits, minus less (ii) the amount of such Covered Benefits that, in the opinion of tax counsel selected by the Holding Company Bank and reasonably acceptable to the Executive Employee (“"Tax Counsel”"), are not parachute payments (within the meaning of Section 280G(b)(1) of the Code).

Covered Benefits. “Covered Benefits” shall mean any payment or benefit paid or payment from provided to the Holding Executive by the Company or the Bank or any affiliate or any successor in interest to any of the foregoing Company or the Bank (whether pursuant to this Agreement or otherwise) that will be (or in the opinion of Tax Counsel (as defined below) might reasonably be expected to be) subject to any excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). In the event that at any time during or after the Term of Employment the Executive shall receive any Covered Benefits, the Holding Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive from the Gross-Up Payment, after deduction of any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes on the Gross-Up Payment, shall be equal to the Excise Tax on the Covered Benefits. For purposes of determining the amount of such Excise Tax on the Covered Benefits, the amount of the Covered Benefits that shall be taken into account in calculating the Excise Tax shall be equal to (i) the Covered Benefits, minus less (ii) the amount of such Covered Benefits that, in the opinion of tax counsel selected by the Holding Company and reasonably acceptable to the Executive (“Tax Counsel”), are not parachute payments (within the meaning of Section 280G(b)(1) of the Code).

Covered Benefits. “Covered Benefits” shall mean any payment or benefit paid or payment from provided to the Holding Company Executive by the Employers or any affiliate or any successor in interest to any of the foregoing Employers (whether pursuant to this Agreement or otherwise) that will be (or in the opinion of Tax Counsel (as defined below) might reasonably be expected to be) subject to any excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the event that at any time during or after the Term of Employment the Executive shall receive any Covered Benefits, the Holding Company Employers shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive from the Gross-Up Payment, after deduction of any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes on the Gross-Up Payment, shall be equal to the Excise Tax on the Covered Benefits. For purposes of determining the amount of such Excise Tax on the Covered Benefits, the amount of the Covered Benefits that shall be taken into account in calculating the Excise Tax shall be equal to (i) the Covered Benefits, minus less (ii) the amount of such Covered Benefits that, in the opinion of tax counsel selected by the Holding Company Employers and reasonably acceptable to the Executive (“Tax Counsel”), are not parachute payments (within the meaning of Section 280G(b)(1) of the Code).

Covered Benefits. “Covered Benefits” " shall mean any payment or benefit paid or payment from provided to the Holding Executive by the Company or any affiliate or any successor in interest to any of the foregoing Company (whether pursuant to this Agreement or otherwise) that will be (or in the opinion of Tax Counsel (as defined below) might reasonably be expected to be) subject to any excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"). In the event that at any time during or after the Term of Employment the Executive shall receive any Covered Benefits, the Holding Company shall pay to the Executive an additional amount (the “"Gross-Up Payment”") such that the net amount retained by the Executive from the Gross-Up Payment, after deduction of any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes on the Gross-Up Payment, shall be equal to the Excise Tax on the Covered Benefits. For purposes of determining the amount of such Excise Tax on the Covered Benefits, the amount of the Covered Benefits that shall be taken into account in calculating the Excise Tax shall be equal to (i) the Covered Benefits, minus less (ii) the amount of such Covered Benefits that, in the opinion of tax counsel selected by the Holding Company and reasonably acceptable to the Executive (“"Tax Counsel”"), are not parachute payments (within the meaning of Section 280G(b)(1) of the Code).

Covered Benefits. “Covered Benefits” shall mean any payment or benefit paid or payment from provided to the Holding Executive by the Company or any affiliate or any successor in interest to any of the foregoing Company (whether pursuant to this Agreement or otherwise) that will be (or in the opinion of Tax Counsel (as defined below) might reasonably be expected to be) subject to any excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). In the event that at any time during or after the Term of Employment the Executive shall receive any Covered Benefits, the Holding Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive from the Gross-Up Payment, after deduction of any federal, state and local income taxes, Excise Tax, and FICA and Medicare withholding taxes on the Gross-Up Payment, shall be equal to the Excise Tax on the Covered Benefits. For purposes of determining the amount of such Excise Tax on the Covered Benefits, the amount of the Covered Benefits that shall be taken into account in calculating the Excise Tax shall be equal to (i) the Covered Benefits, minus less (ii) the amount of such Covered Benefits that, in the opinion of tax counsel selected by the Holding Company and reasonably acceptable to the Executive (“Tax Counsel”), are not parachute payments (within the meaning of Section 280G(b)(1) of the Code).