Golden Parachute Payments. In the event that the severance payments and other benefits provided for in this Agreement, the Employment Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then Executive’s severance payments and benefits under this Agreement, the Employment Agreement or otherwise shall be payable either
Golden Parachute Payments. (a) Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any benefit received pursuant to this Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"); provided, however, that any benefit received or to be received by Executive in connection with a Change of Control ("Contract Benefits") or any other plan, arrangement or agreement with the Company or an affiliate (collectively with the Contract Benefits, the "Total Benefits") that would constitute a "parachute payment" within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason of such reduction, the net after-tax benefit received by Executive as a result of such reduction shall exceed the net after-tax benefit received by Executive if no such reduction was made. For purposes of this Section 6, "net after-tax benefit" shall mean the Total Benefits that Executive receives or is then entitled to receive from the Company that would constitute a "parachute payment" within the meaning of Section 280G of the Code, less (i) the amount of all federal, state and local income and employment taxes payable by Executive with respect to such "parachute payment," calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rates set forth in the Code as in effect at the time of the first receipt of the foregoing benefits), and (ii) the amount of excise taxes imposed with respect to such "parachute payment" by Section 4999 of the Code.
Golden Parachute Payments. Any provision of this Agreement to the contrary notwithstanding, if any amount otherwise payable to the Executive under this Agreement would, when added to all other “parachute payments” to the Executive within the meaning of Section 280G of the Code, result in the payment of an “excess parachute payment” to the Executive within the meaning of Section 280G and 4999 of the Code, then:
Golden Parachute Payments. (a) In the event that any payment received or to be received by Executive pursuant to this Agreement or otherwise but determined without regard to any additional payments required under this Section 4.4 (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this subsection (a), be subject to the excise tax imposed by Section 4999 of the Code, or any comparable federal, state, local or foreign excise tax (such excise tax, together with any interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then, subject to the provisions of subsection (c) hereof, Executive shall be entitled to receive an additional payment from the Company (the “Gross-Up Payment”) in such an amount that after the payment of all taxes (including without limitation, any interest and penalties on such taxes and the Excise Tax) on the Payment and on the Gross-Up Payment, Executive shall retain an amount equal to the Payment minus all applicable taxes on the Payment (excluding the Excise Tax). Notwithstanding the foregoing, Executive shall not be entitled to receive a Gross-Up Payment if (1) the Payments may be reduced by an amount sufficient to result in no portion of the Payment retained by Executive being subject to the Excise Tax (“Reduced Amount”), taking into account all applicable federal, state, local and foreign income, employment and other taxes and (2) after reducing the Payment by such Reduced Amount, Executive would receive, on a pre-tax basis, an amount not less than ninety percent (90%) of the value of the unreduced Payment on a pre-tax basis (the “Threshold Payment Level”). The intent of the parties is that if Executive is entitled to a Gross-Up Payment pursuant to this Section 4.4, the Company shall be solely responsible for, and shall pay, any Excise Tax on the Payment and the Gross-Up Payment and any income, employment and other taxes (including, without limitation, penalties and interest) imposed on any Gross-Up Payment. The Company shall be responsible for any loss of tax deduction that the Company has to forego caused by the Payment or the Gross-Up Payment. Any Gross-up Payments pursuant to this Section 4.4 shall be paid not later than the end of the taxable year following the taxable year in which the determination under this Section 4.4 was made.
Golden Parachute Payments. 18. Effective immediately, the Association shall not make any golden parachute payment4 unless, with respect to such payment, the Association has complied with the requirements of 12 C.F.R. Part 359.
Golden Parachute Payments. Awards that are granted, accelerated or enhanced upon the occurrence of, or in anticipation of, a change in control of First Financial may give rise, in whole or in part, to “excess parachute payments” under Section 280G and Code Section 4999. With respect to any excess parachute payment, the participant would be subject to a 20% excise tax on, and First Financial would be denied a deduction for, the “excess” amount.
Golden Parachute Payments. Until such time as the UST ceases to own any debt or equity securities of the Corporation acquired pursuant to the CPP, Executive agrees that: (a) the Executive shall not be entitled to receive any golden parachute payment (as defined under the Compensation Guidelines) upon Executive’s severance from employment (as defined under the Compensation Guidelines) and (b) that all applicable contacts and agreements between Executive and the Corporation are deemed to be amended in this regard.
Golden Parachute Payments. 9. Effective immediately, the Holding Company shall not make any golden parachute payment2 unless, with respect to such payment, the Holding Company has complied with the requirements of 12 C.F.R. Part 359.
Golden Parachute Payments. Bank shall have no obligation to make any Severance Payment or other payment that is prohibited by section 359 of Title 12 of the Code of Federal Regulations (12 C.F.R. § 359 (2011)).
Golden Parachute Payments. If the aggregate present value (determined as of the date of termination of employment of Executive in accordance with the provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor section thereof) and the regulations and rulings thereunder ("Section 280G")) of the sum of (i) severance payments made to Executive due to his termination for Good Reason as a result of a Change in Control under this Section, and (ii) all other payments to Executive in the nature of compensation which are contingent on a change in ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company would result in an excess parachute payment (as determined under Section 280G), then the Company shall pay to Executive an additional severance amount under this Subsection (f) equal to the sum of (A) the amount of tax imposed by Code Section 4999 upon excess parachute payments received by Executive, and (B) federal and state income and social security/Medicare taxes (including interest and penalties) payable on both the tax amount in (A) and the entire amount paid under (B), such that Executive is reimbursed for, and has no out-of-pocket expenses with respect to, the cost of all income taxes and social security/Medicare taxes (including interest and penalties) payable upon amounts paid to Executive under this Subsection (f).
