Reduction of Amounts Payable. If the amount payable hereunder, either alone or together with any other payments or benefits received or to be received by Executive in connection with a Change in Control (collectively, the "Aggregate Payments"), would cause Bank to forfeit, pursuant to Section 280G(a) of the Code, its deduction for any or all of the amounts payable hereunder, and subject the Executive to the excise tax imposed by Section 4999 of the Internal Revenue Code (or any successor thereto), the following provisions shall apply:
Reduction of Amounts Payable. In no event shall any amount payable under any provision of this Agreement equal or exceed an amount which would cause the Company to forfeit, pursuant to Section 280G(a) of the Internal Revenue Code of 1986, as amended, its deduction for any or all such amounts payable. Pursuant to this Section 4.3, the Company’s Compensation Committee has the power to reduce severance benefits payable under this Agreement, if such benefits alone or in conjunction with termination benefits provided under any other Company plan or program, would cause the Company to forfeit otherwise deductible payments; provided, however that no benefits payable under this Agreement shall be reduced pursuant to this Section 4.3 to less than $1.00 below the amount of benefits which the Company can properly deduct under Section 280G(a) of the Internal Revenue Code of 1986, as amended.
Reduction of Amounts Payable. In no event shall any amount payable under any provision of this Agreement equal or exceed an amount which would cause the Company to forfeit, pursuant to Section 280G(a) of the Internal Revenue Code of 1986, as amended, its deduction for any or all such amounts payable. Pursuant to this Section 4.3, the Company's Board of Directors (or a Committee of the Board to which compensation matters are delegated) has the power to reduce severance benefits payable under this Agreement, if such benefits alone or in conjunction with termination benefits provided under any other Company plan or program, would cause the Company to forfeit otherwise deductible payments; provided, however that no benefits payable under this Agreement shall be reduced pursuant to this Section 4.3 to less than $1.00 below the amount of benefits which the Company can properly deduct under Section 280G(a) of the Internal Revenue Code of 1986, as amended, and that the Committee; and further provided that the Executive shall choose which of the payments and benefits to retain if some payments and benefits will not be paid hereunder.
Reduction of Amounts Payable. (a) If the Severance Payment, either alone or together with any other payments or benefits received or to be received by Executive in connection with a Change in Control (collectively, the “Aggregate Payments”), would cause Merchants to forfeit, pursuant to Section 280G(a) of the Code (as amended, or any successor thereto, “280G”), its deduction for any or all of the amounts payable hereunder and subject Executive to the excise tax imposed by Section 4999 of the Code (as amended, or any successor thereto), the following provisions apply:
Reduction of Amounts Payable. In no event shall any amount payable under any provision of this Agreement equal or exceed an amount which would cause Bank to forfeit, pursuant to Section 280G(a) of the Code, its deduction for any or all such amounts payable. Pursuant to this Section 2.7, the Bank has the power to reduce severance benefits payable under this Agreement, if such benefits alone or in conjunction with termination benefits provided under other Bank plans or agreements between Executive and Bank, would cause Bank to forfeit otherwise deductible payments; provided, however that no benefits payable under this Agreement shall be reduced pursuant to this Section 2.7 to less than $1.00 below the amount of benefits which Bank can properly deduct under Section 280G(a) of the Code. Executive shall have a right to select an independent certified public accountant, benefits consultant or similar expert to audit the Bank's calculation of the Section 280G deductible amount, and the Severance Payment hereunder, at the Bank's expense. If such audit reveals that the calculations performed by the Bank were in error or have resulted in the payment to Executive of an amount less than that to which he is entitled hereunder, the Bank shall immediately rectify such underpayment.
Reduction of Amounts Payable. No amount payable under any provision of this Agreement shall equal or exceed an amount which would cause the Company to forfeit, pursuant to Section 280G(a) of the Internal Revenue Code of 1986 ("IRC"), as amended, the Company's deduction for any or all such amounts payable. Pursuant to this Section 5.4, the Chairman of the Board of the Company may reduce any termination payments under this Agreement, if such payments alone or in conjunction with termination benefits provided under other Company plans or agreements between the Executive and the Company would cause the Company to forfeit otherwise deductible payments; PROVIDED, HOWEVER, that no amounts payable under this Agreement shall be reduced pursuant to this Section 5.4 to less than $1.00 below the amount which the Company may properly deduct under IRC Section 280G(a).
Reduction of Amounts Payable. Notwithstanding the foregoing provisions of this Agreement, if all or any portion of the amounts payable to Executive under this Agreement, either alone or together with other payments which constitute parachute payments under Section 28OG of the Code which Executive has the right to receive from Holding Company or SFB, equal or exceed an amount which would cause Holding Company or SFB to forfeit (as determined by the Certified Public Accountants or legal counsel employed by Holding Company, pursuant to Section 28OG of the Code, its deduction for any or all such amounts payable, then the amount of parachute payments provided under this Agreement shall be reduced to an amount which, when added to such other parachute payments, will be equal to $1.00 below the amount which Holding Company or SFB can properly deduct under Section 28OG of the Code, provided that in no event shall such reduced amount be less than zero.
Reduction of Amounts Payable. In no event shall any amount payable under any provision of this Agreement equal or exceed an amount which would cause the Bank to forfeit, pursuant to Section 280G(a) of the Code, its deduction for any or all such amounts payable. Pursuant to this Section 4(i), the Bank’s or Parent’s Compensation Committee has the power to reduce severance benefits payable under this Agreement, if such benefits alone or in conjunction with termination benefits provided under any other Bank or Parent plan or program, would cause the Bank to forfeit otherwise deductible payments; provided, however that no benefits payable under this Agreement shall be reduced pursuant to this Section 4(i) to less than $1.00 below the amount of benefits which the Bank can properly deduct under Section 280G(a) of the Code. Assuming that the President attains the CEO position on or before January 1, 2022, it is the Bank’s intent to offer a new Change of Control agreement at that time that includes two times salary plus two times average bonus in the event of the occurrence of a double trigger termination, on terms similar to those then in effect for other executive officers of the Bank.
