Common use of Certain Reduction of Payments by the Association Clause in Contracts

Certain Reduction of Payments by the Association. (a) Notwithstanding any other provisions of this Agreement, if payments under this Agreement, together with any other payments received or to be received by the Employee in connection with a Change in Control would cause any amount to be nondeductible by the Association or the Holding Company for federal income tax purposes pursuant to Section 280G of the Code, then benefits under this Agreement shall be reduced (not less than zero) to the extent necessary so as to maximize payments to the Employee without causing any amount to become nondeductible by the Association or the Holding Company. The Employee shall determine the allocation of such reduction among payments to the Employee. (b) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. 1828(k) and any regulations promulgated thereunder. (c) Notwithstanding any other provisions of this Agreement, payments under Section 7 of this Agreement shall not exceed three times the Employee's average annual compensation based on the most recent five taxable years.

Certain Reduction of Payments by the Association. (a) Notwithstanding any other provisions of this Agreement, if payments under this Agreement, together with any other payments received or to be received by the Employee in connection with a Change in Control would cause any amount to be nondeductible by the Association or the Holding Company for federal income tax purposes pursuant to Section 2802 80G of the Code, then benefits under this Agreement shall be reduced (not less than zero) to the extent necessary so as to maximize payments to the Employee without causing any amount to become nondeductible by the Association or the Holding Company. The Employee shall determine the allocation of such reduction among payments to the Employee. (b) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. 1828(k) and any regulations promulgated thereunder. (c) Notwithstanding any other provisions of this Agreement, payments under Section 7 of this Agreement shall not exceed three times the Employee's ’s average annual compensation based on the most recent five taxable years.