Modified Cutback of Compensation Deemed to be Contingent on a Change of Control Contract Clauses (9)
Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Modified Cutback of Compensation Deemed to be Contingent on a Change of Control clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Modified Cutback of Compensation Deemed to be Contingent on a Change of Control. If any benefits or payments are to be made under the terms of this Agreement or any other agreement between Executive and the Company or the Bank following a transaction that constitutes a change in the ownership or effective control of the Company or the Bank or in the ownership of a substantial portion of the assets of the Company or the Bank such that the provisions of Section 280G of the Internal Revenue Code of 1986, as amended, and any regulations thereunder ("Code Section 280G") or Sectio...n 4999 of the Internal Revenue Code and any regulations thereunder could potentially apply to such compensation, then the following provisions shall be applicable: (a) In the event the independent accountants serving as auditors for the Company on the date of a change of control within the meaning of Code Section 280G (or any other accounting firm designated by the Company) determine that some or all of the payments or benefits scheduled under this Agreement, as well as any other payments or benefits on such change of control, would be nondeductible by the Company or the Bank under Code Section 280G, then the payments scheduled under this Agreement and all other agreements between Executive and the Company will be reduced to one dollar less than the maximum amount which may be paid without causing any such payment or benefit to be nondeductible. Any reduction of benefits or payments required to be made under this Section 11(a) shall be taken in the following order: first from cash compensation and then from payments or benefits not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the date of determination. (b) Notwithstanding the foregoing Section 11(a), in the event the independent accountants serving as auditors for the Company on the date of a change of control within the meaning of Code Section 280G (or any other accounting firm designated by the Company) determine that the net economic benefit to Executive after payment of all income and excise taxes is greater without giving effect to Section 11(a) than Executive's net economic benefit after a reduction by reason of the application of Section 11(a), then Section 11(a) shall be a nullity and without any force or effect. Any decisions regarding the requirement or implementation of the reductions to compensation described in Section 11(a) shall be made by the independent accountants serving as auditors for the Company on the date of a change of control within the meaning of Code Section 280G (or any other accounting firm designated by the Company), shall be made at the Company's expense and shall be binding on the parties.View More
Modified Cutback of Compensation Deemed to be Contingent on a Change of Control. If any benefits or payments are to be made under the terms of this Agreement or any other agreement between Executive Employee and the Company or the Bank Employer following a transaction that constitutes a change in the ownership or effective control of the Company or the Bank Employer or in the ownership of a substantial portion of the assets of the Company or the Bank Employer such that the provisions of Section 280G of the Internal Revenue Code of 1986, as amended, and any regulations thereu...nder ("Code Section 280G") or Section 4999 of the Internal Revenue Code and any regulations thereunder could potentially apply to such compensation, then the following provisions shall be applicable: (a) In the event the independent accountants serving as auditors for the Company Employer on the date of a change of control within the meaning of Code Section 280G (or any other accounting firm designated by the Company) Employer) determine that some or all of the payments or benefits scheduled under this Agreement, as well as any other payments or benefits on such change of control, would be nondeductible by the Company or the Bank Employer under Code Section 280G, then the payments scheduled under this Agreement and all other agreements between Executive Employee and the Company Employer will be reduced to one dollar less than the maximum amount which may be paid without causing any such payment or benefit to be nondeductible. Any reduction of benefits or payments required to be made under this Section 11(a) shall be taken in the following order: first from cash compensation and then from payments or benefits not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the date of determination. 7 (b) Notwithstanding the foregoing Section 11(a), in the event the independent accountants serving as auditors for the Company Employer on the date of a change of control within the meaning of Code Section 280G (or any other accounting firm designated by the Company) Employer) determine that the net economic benefit to Executive Employee after payment of all income and excise taxes is greater without giving effect to Section 11(a) than Executive's Employee's net economic benefit after a reduction by reason of the application of Section 11(a), then Section 11(a) shall be a nullity and without any force or effect. Any decisions regarding the requirement or implementation of the reductions to compensation described in Section 11(a) shall be made by the independent accountants serving as auditors for the Company Employer on the date of a change of control within the meaning of Code Section 280G (or any other accounting firm designated by the Company), Employer), shall be made at the Company's Employer's expense and shall be binding on the parties. View More
