Common use of Excess Payments Clause in Contracts

Excess Payments. If either the Bank or the Executive receives notice from an independent tax counsel or certified public accounting firm acting on behalf of the Bank (the “Tax Advisor”), that the payment by the Bank to the Executive under this Agreement or otherwise would be considered to be an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor statute then in effect (the “Code”), the aggregate payments by the Bank pursuant to this Agreement shall be reduced to the highest amount that may be paid to the Executive by the Bank under this Agreement without having any portion of any amount payable to the Executive by the Bank or a related entity under this Agreement or otherwise treated as such an “excess parachute payment”, and, if permitted by applicable law and without adverse tax consequence, such reduction shall be made to the last payment due hereunder. Any payments made by the Bank to the Executive under this Agreement which are later confirmed by the Tax Advisor to be “excess parachute payments” shall be considered by all parties to have been a loan by the Bank to the Executive, which loan shall be repaid by the Executive upon demand together with interest calculated at the lowest interest rate authorized for such loans under the Code without a requirement that further interest be imputed.

Excess Payments. If either the Bank or the Executive receives notice from an independent tax counsel or certified public accounting firm acting on behalf of the Bank (the “"Tax Advisor”"), that the payment by the Bank to the Executive under this Agreement or otherwise would be considered to be an “"excess parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor statute then in effect (the “"Code”"), the aggregate payments by the Bank pursuant to this Agreement shall be reduced to the highest amount that may be paid to the Executive by the Bank under this Agreement without having any portion of any amount payable to the Executive by the Bank or a related entity under this Agreement or otherwise treated as such an “"excess parachute payment”", and, if permitted by applicable law and without adverse tax consequence, such reduction shall be made to the last payment due hereunder. Any payments made by the Bank to the Executive under this Agreement which are later confirmed by the Tax Advisor to be “"excess parachute payments” " shall be considered by all parties to have been a loan by the Bank to the Executive, which loan shall be repaid by the Executive upon demand together with interest calculated at the lowest interest rate authorized for such loans under the Code without a requirement that further interest be imputed.

Excess Payments. If either the Bank Employer or the Executive receives notice from an independent tax counsel or certified public accounting firm acting on behalf of the Bank Employer (the “Tax Advisor”), that the payment by the Bank Employer to the Executive under this Agreement or otherwise would be considered to be an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor statute then in effect (the “Code”), the aggregate payments by the Bank Employer pursuant to this Agreement shall be reduced to the highest amount that may be paid to the Executive by the Bank Employer under this Agreement without having any portion of any amount payable to the Executive by the Bank Employer or a related entity under this Agreement or otherwise treated as such an “excess parachute payment”, and, if permitted by applicable law and without adverse tax consequence, such reduction shall be made to the last payment due hereunder. Any payments made by the Bank Employer to the Executive under this Agreement which are later confirmed by the Tax Advisor to be EMPLOYMENT AGREEMENT OF XXXXXXX X. XXXXXXX PAGE 6 “excess parachute payments” shall be considered by all parties to have been a loan by the Bank Employer to the Executive, which loan shall be repaid by the Executive upon demand together with interest calculated at the lowest interest rate authorized for such loans under the Code without a requirement that further interest be imputed.

Excess Payments. If either the Bank or the Executive receives notice from an independent tax counsel or certified public accounting firm acting on behalf of the Bank or MBVA (the “Tax Advisor”), that the payment by the Bank to the Executive under this Agreement or otherwise would be considered to be an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor statute then in effect (the “Code”), the aggregate payments by the Bank pursuant to this Agreement shall be reduced to the highest amount that may be paid to the Executive by the Bank under this Agreement without having any portion of any amount payable to the Executive by the Bank or a related entity under this Agreement or otherwise treated as such an “excess parachute payment”, and, if permitted by applicable law and without adverse tax consequence, such reduction shall be made to the last payment due hereunder. Any payments made by the Bank to the Executive under this Agreement which are later confirmed by the Tax Advisor to be “excess parachute payments” shall be considered by all parties to have been a loan by the Bank to the Executive, which loan shall be repaid by the Executive upon demand together with interest calculated at the lowest interest rate authorized for such loans under the Code without a requirement that further interest be imputed.

Excess Payments. If either the Bank B&HB or the Executive receives notice from an independent tax counsel or certified public accounting firm acting on behalf of the Bank B&HB (the “"Tax Advisor”"), that the payment by the Bank B&HB to the Executive under this Agreement or otherwise would be considered to be an “"excess parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor statute then in effect (the “"Code”"), the aggregate payments by the Bank B&HB pursuant to this Agreement shall be reduced to the highest amount that may be paid to the Executive by the Bank B&HB under this Agreement without having any portion of any amount payable to the Executive by the Bank B&HB or a related entity under this Agreement or otherwise treated as such an “"excess parachute payment”", and, if permitted by applicable law and without adverse tax consequence, such reduction shall be made to the last payment due hereunder. Any payments made by the Bank B&HB to the CHANGE IN CONTROL AGREEMENT OF XXXXXXX X. XXXXX PAGE 3 Executive under this Agreement which are later confirmed by the Tax Advisor to be “"excess parachute payments” " shall be considered by all parties to have been a loan by the Bank B&HB to the Executive, which loan shall be repaid by the Executive upon demand together with interest calculated at the lowest interest rate authorized for such loans under the Code without a requirement that further interest be imputed.

Excess Payments. If either the Bank Employer or the Executive receives notice from an independent tax counsel or certified public accounting firm acting on behalf of the Bank Employer (the “Tax Advisor”), that the payment by the Bank Employer to the Executive under this Agreement or otherwise would be considered to be an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor statute then in effect (the “Code”), the aggregate payments by the Bank Employer pursuant to this Agreement shall be reduced to the highest amount that may be paid to the Executive by the Bank Employer under this Agreement without having any portion of any amount payable to the Executive by the Bank Employer or a related entity under this Agreement or otherwise treated as EMPLOYMENT AGREEMENT OF XXXXXXX X. XXXXXXX PAGE 6 such an “excess parachute payment”, and, if permitted by applicable law and without adverse tax consequence, such reduction shall be made to the last payment due hereunder. Any payments made by the Bank Employer to the Executive under this Agreement which are later confirmed by the Tax Advisor to be “excess parachute payments” shall be considered by all parties to have been a loan by the Bank Employer to the Executive, which loan shall be repaid by the Executive upon demand together with interest calculated at the lowest interest rate authorized for such loans under the Code without a requirement that further interest be imputed.