Common use of Limitation of Benefits under Certain Circumstances Clause in Contracts

Limitation of Benefits under Certain Circumstances. If the payment pursuant to Section 5(f) hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “parachute payment” under Section 280G of the Code, then the amount payable by the Employer pursuant to Section 5(f) hereof shall be reduced by the minimum amount necessary to result in no portion of the amount payable by the Employers under Section 5(f) being non-deductible to the Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the amount payable pursuant to Section 5(f) shall be based upon the opinion of independent tax counsel selected by the Employers and paid for by the Employers. Such counsel shall promptly prepare the foregoing opinion, but in no event later than ten (10) days from the Date of Termination. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 6, or a reduction in the payment specified in Section 5(f) below zero.

Limitation of Benefits under Certain Circumstances. If the payment payments and benefits pursuant to this Section 5(f) hereof3, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersBank, would constitute a “"parachute payment” " under Section 280G of the CodeIRC, then the amount payments and benefits payable by the Employer Bank pursuant to this Section 5(f) hereof 3 shall be reduced reduced, in the manner determined by the Board, by the amount, if any, which is the minimum amount necessary to result in no portion of the amount payments and benefits payable by the Employers Bank under Section 5(f) 3 being non-deductible to the Employer Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the amount payable payments and benefits to be made pursuant to Section 5(f) 3 shall be based upon the opinion of independent tax counsel selected by the Employers Bank and paid for by the EmployersBank. Such counsel shall be reasonably acceptable to Executive; shall promptly prepare the foregoing opinion, but in no event later than ten thirty (1030) days from the Date date of Terminationtermination; and may use such actuaries or other consultants as such counsel deems necessary or advisable for the purpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 63, or a reduction in the payment payments and benefits specified in Section 5(f) 3 below zero.

Limitation of Benefits under Certain Circumstances. If the payment pursuant to Section 5(f5(d) hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersEmployer, would constitute a “parachute payment” under Section 280G of the Code, then the amount payable by the Employer pursuant to Section 5(f5(d) hereof shall be reduced by the minimum amount necessary to result in no portion of the amount payable by the Employers Employer under Section 5(f5(d) being non-deductible to the Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the amount payable pursuant to Section 5(f5(d) shall be based upon the opinion of independent tax counsel selected by the Employers Employer and paid for by the EmployersEmployer. Such counsel shall promptly prepare the foregoing opinion, but in no event later than ten (10) days from the Date of Termination, and may use such actuaries as such counsel deems necessary or advisable for the purpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 6, or a reduction in the payment specified in Section 5(f5(d) below zero.

Limitation of Benefits under Certain Circumstances. If the payment payments and benefits pursuant to Section 5(f) 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, then the amount payable by the Employer payments and benefits pursuant to Section 5(f) 5 hereof shall be reduced reduced, in the manner determined by the Executive, by the amount, if any, which is the minimum amount necessary to result in no portion of the amount payable by the Employers payments and benefits under Section 5(f) 5 being non-deductible to either of the Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the amount payable payments and benefits to be made pursuant to Section 5(f) 5 shall be based upon the opinion of independent tax counsel selected by the Employers Employer and paid for by the EmployersEmployer. Such counsel shall promptly prepare the foregoing opinion, but in no event later than ten thirty (1030) days from the Date of Termination, and may use such actuaries as such counsel deems necessary or advisable for the purpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 6, or a reduction in the payment payments and benefits specified in Section 5(f) 5 below zero.

Limitation of Benefits under Certain Circumstances. If the any payment pursuant to Section 5(f) 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersBank and the Corporation, would constitute a “parachute payment” under Section 280G of the Code, then the amount payment payable by the Employer Bank pursuant to Section 5(f) 5 hereof shall be reduced by the minimum amount necessary to result in no portion of the amount payment payable by the Employers Bank under Section 5(f) 5 being non-deductible to the Employer Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the amount payable payments to be made pursuant to Section 5(f) 5 shall be based upon the opinion of independent tax counsel selected by the Employers Bank and paid for by the EmployersBank. Such counsel shall promptly prepare the foregoing opinion, but in no event later than ten thirty (1030) days from the Date of Termination, and may use such actuaries as such counsel deems necessary or advisable for the purpose. Nothing contained herein in this Section 6 shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 6, or a reduction in the payment payments specified in Section 5(f) 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payment pursuant to Section 5(f5(d) hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersEmployer and the Corporation, would constitute a “parachute payment” under Section 280G of the Code, then the amount payable by the Employer pursuant to Section 5(f5(d) hereof shall be reduced by the minimum amount necessary to result in no portion of the amount payable by the Employers Employer under Section 5(f5(d) being non-deductible to the Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the amount payable pursuant to Section 5(f5(d) shall be based upon the opinion of independent tax counsel selected by the Employers Employer and paid for by the EmployersEmployer. Such counsel shall promptly prepare the foregoing opinion, but in no event later than ten (10) days from the Date of Termination, and may use such actuaries as such counsel deems necessary or advisable for the purpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 6, or a reduction in the payment specified in Section 5(f5(d) below zero.

Limitation of Benefits under Certain Circumstances. (a) If the payment payments and benefits pursuant to Section 5(f5(c) hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, Xxxxxxx Valley, First Financial or any of their affiliates, would constitute a “parachute payment” under Section 280G of the Code, then the amount payments and benefits payable by the Employer Employers pursuant to Section 5(f5(c) hereof shall be reduced reduced, in the manner determined by the Executive, by the minimum amount amount, if any, which is necessary to result in no portion of the amount payments and benefits payable by the Employers under Section 5(f5(c) being non-deductible to the Employer Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the amount payable payments and benefits to be made pursuant to Section 5(f5(c) shall be based upon the opinion of independent tax counsel selected by the Employers and paid for by the Employers. Such counsel shall be reasonably acceptable to the Executive; shall promptly prepare the foregoing opinion, but in no event later than ten thirty (1030) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 66(a), or a reduction in the payment payments and benefits specified in Section 5(f5(c) below zero.

Limitation of Benefits under Certain Circumstances. If the any payment pursuant to Section 5(f) 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersBank or the Corporation, would constitute a “"parachute payment” " under Section 280G of the Code, then the amount payment payable by the Employer Bank pursuant to Section 5(f) 5 hereof shall be reduced by the minimum amount necessary to result in no portion of the amount payment payable by the Employers Bank under Section 5(f) 5 being non-deductible non‑deductible to the Employer Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the amount payable payments to be made pursuant to Section 5(f) 5 shall be based upon the opinion of independent tax counsel selected by the Employers Bank and paid for by the EmployersBank. Such counsel shall promptly prepare the foregoing opinion, but in no event later than ten thirty (1030) days from the Date of Termination, and may use such actuaries as such counsel deems necessary or advisable for the purpose. Nothing contained herein in this Section 6 shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 6, or a reduction in the payment payments specified in Section 5(f) 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payment pursuant to Section 5(f5(d) hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, then the amount payable by the Employer pursuant to Section 5(f5(d) hereof shall be reduced by the minimum amount necessary to result in no portion of the amount payable by the Employers Employer under Section 5(f5(d) being non-deductible to the Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the amount payable pursuant to Section 5(f5(d) shall be based upon the opinion of independent tax counsel selected by the Employers Employer and paid for by the EmployersEmployer. Such counsel shall promptly prepare the foregoing opinion, but in no event later than ten (10) days from the Date of Termination, and may use such actuaries as such counsel deems necessary or advisable for the purpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 6, or a reduction in the payment specified in Section 5(f5(d) below zero.

Limitation of Benefits under Certain Circumstances. If the payment payments and benefits pursuant to this Section 5(f) hereof6, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersBank, would constitute a “parachute payment” under Section 280G of the CodeIRC, then the amount payments and benefits payable by the Employer Bank pursuant to this Section 5(f) hereof 6 shall be reduced reduced, in the manner determined by the Board, by the amount, if any, which is the minimum amount necessary to result in no portion of the amount payments and benefits payable by the Employers Bank under Section 5(f) 6 being non-deductible to the Employer Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the amount payable payments and benefits to be made pursuant to Section 5(f) 6 shall be based upon the opinion of independent tax counsel selected by the Employers Bank and paid for by the EmployersBank. Such counsel shall be reasonably acceptable to Executive; shall promptly prepare the foregoing opinion, but in no event later than ten thirty (1030) days from the Date date of Terminationtermination; and may use such actuaries or other consultants as such counsel deems necessary or advisable for the purpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 6, or a reduction in the payment payments and benefits specified in Section 5(f) 6 below zero.

Limitation of Benefits under Certain Circumstances. If the payment payments and benefits pursuant to Section 5(f) 3 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersBank, would constitute a “"parachute payment” " under Section 280G of the Code, then the amount payments and benefits payable by the Employer Bank pursuant to Section 5(f) 3 hereof shall be reduced reduced, in the manner determined by Executive, by the amount, if any, which is the minimum amount necessary to result in no portion of the amount payments and benefits payable by the Employers Bank under Section 5(f) 3 being non-deductible to the Employer Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the amount payable payments and benefits to be made pursuant to Section 5(f) 3 shall be based upon the opinion of independent tax counsel selected by the Employers Bank's independent public accountants and paid for by the EmployersBank. Such counsel shall promptly prepare the foregoing opinion, but opinion in no event later than ten thirty (1030) days from the Date of Termination, and may use any actuaries as such counsel deems necessary or advisable. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 64, or a reduction in the payment payments and benefits specified in Section 5(f) 3 below zero.