Common use of Additional Payment to Account for Excise Taxes Clause in Contracts

Additional Payment to Account for Excise Taxes. If as the result of a Change in Control the Executive becomes entitled to acceleration of benefits under this Agreement or under any other plan or agreement of or with the Bank or its affiliates (together, the “Total Benefits”), and if any of the Total Benefits will be subject to the Excise Tax as set forth in Code sections 280G and 4999 (the “Excise Tax”), the Bank shall pay to the Executive the following additional amount, consisting of a percentage of the sum of (x) a payment equal to the Excise Tax payable by the Executive on the Total Benefits under Code section 4999 (the “Excise Tax Payment”) plus (y) a payment equal to the amount necessary to provide the Excise Tax Payment net of all income, payroll and excise taxes. The applicable percentage of the sum of clauses (x) and (y) is referred to in this Agreement as the “Gross-Up Payment Amount.” The applicable percentage Gross-Up Payment Amount to which the Executive is entitled is 33% for a Change in Control occurring in 2009, 66% for a Change in Control occurring in 2010, and 100% for a Change in Control occurring in 2011 or thereafter. The Executive shall be entitled to no Gross-Up Payment Amount whatsoever for a Change in Control occurring before 2009.