Common use of Section 280G Cut-Back Clause in Contracts

Section 280G Cut-Back. Notwithstanding anything in this Agreement to the contrary, if the Termination Amount provided for in this Agreement, together with any other payments which the Executive has the right to receive from the Bank or the Company would constitute an “excess parachute payment” (as defined in Code Section 280G(b)(2)), payments pursuant to this Agreement shall be reduced to the extent necessary to ensure that no portion of such payments will be subject to the excise tax imposed by Code Section 4999. Any determination required under this Section 3 shall be made by the tax advisors of the Company and its successors, whose determination shall be conclusive and binding upon the Executive.

Section 280G Cut-Back. Notwithstanding anything in this Agreement to the contrary, if the Termination Amount provided for in this Agreement, together with any other payments which the Executive has the right to receive from the Bank or the Company would constitute an “excess parachute payment” (as defined in Code Section 280G(b)(2)), payments pursuant to this Agreement shall be reduced to the extent necessary to ensure that no portion of such payments will be subject to the excise tax imposed by Code Section 4999. Any determination required under this Section 3 4 shall be made by the tax advisors of the Company and its successors, whose determination shall be conclusive and binding upon the Executive. The parties hereby agree that the Termination Amount as determined in the manner provided under Section 1 and Section 4 hereof is final and binding on all parties and shall not otherwise be subject to further adjustment.