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

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 3 hereof (the “Severance Benefits”), 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, and but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then notwithstanding the provisions of Section 3, the Severance Benefits shall be reduced (the “Benefit Reduction”) by the minimum amount necessary to result in no portion of the Severance Benefits being subject to the Excise Tax, provided, however, that the Benefit Reduction shall occur only if such reduction would result in the Executive’s “Net After-Tax Amount” attributable to the Severance Benefits being greater than it would be if no Benefit Reduction was effected. For this purpose, “Net After-Tax Amount” shall mean the net amount of Severance Benefits the Executive is entitled under this Agreement after giving effect to all federal, state and local taxes which would be applicable to such payments and benefits, including but not limited to, the Excise Tax. The determination of whether the Benefit Reduction shall be effected shall be based upon the opinion of independent counsel selected by the Employers' independent public accountants and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) 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 4, or a reduction in the payments and benefits specified in Section 3 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 3 hereof (the “Severance Benefits”), either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersBank or its affiliates, would constitute a "“parachute payment" ” under Section 280G of the Code, and but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then notwithstanding the provisions of Section 3, the Severance Benefits shall be reduced (the “Benefit Reduction”) by the minimum amount necessary to result in no portion of the Severance Benefits being subject to the Excise Tax, provided, however, that the Benefit Reduction shall occur only if such reduction would result in the Executive’s “Net After-Tax Amount” attributable to the Severance Benefits being greater than it would be if no Benefit Reduction was effected. For this purpose, “Net After-Tax Amount” shall mean the net amount of Severance Benefits the Executive is entitled under this Agreement after giving effect to all federal, state and local taxes which that would be applicable to such payments and benefits, including but not limited to, the Excise Tax. The determination of whether the Benefit Reduction shall will be effected shall be based upon the opinion of independent counsel selected by the Employers' Bank’s independent public accountants and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the Employers Bank and the Executive; Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; 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 4, or a reduction in the payments and benefits specified in Section 3 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 3 hereof (the “Severance Benefits”)5 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, the payments and but for this benefits payable by the Bank pursuant to Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then notwithstanding the provisions of Section 3, the Severance Benefits 5 hereof shall be reduced (reduced, in the “Benefit Reduction”) manner determined by the Executive, by the amount, if any, which is the minimum amount necessary to result in no portion of the Severance Benefits payments and benefits payable by the Bank under Section 5 being non-deductible to the Bank pursuant to Section 280G of the Code and subject to the Excise Tax, provided, however, excise tax imposed under Section 4999 of the Code. The parties hereto agree that the Benefit Reduction payments and benefits payable pursuant to this Agreement by the Bank to the Executive upon termination shall occur only if such reduction would result in be limited to three times the Executive’s “Net After-Tax Amount” attributable to 's "base amount" (as defined in Section 280G(b)(3) of the Severance Benefits being greater than it would be if no Benefit Reduction was effected. For this purpose, “Net After-Tax Amount” shall mean the net amount of Severance Benefits the Executive is entitled under this Agreement after giving effect to all federal, state and local taxes which would be applicable to such payments and benefits, including but not limited to, the Excise TaxCode) in accordance with OTS Regulatory Bulletin 27a. The determination of whether any reduction in the Benefit Reduction shall payments and benefits to be effected made pursuant to Section 5 shall be based upon the opinion of independent tax counsel selected by the Employers' Bank's independent public accountants and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the Employers Bank and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) 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 46, or a reduction in the payments and benefits specified in Section 3 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 3 hereof (the “Severance Benefits”)5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersAssociation and/or the Corporation, would constitute a "“parachute payment" ” under Section 280G of the Code, then the payments and but for this benefits payable by the Association pursuant to Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then notwithstanding the provisions of Section 3, the Severance Benefits 5 hereof shall be reduced (the “Benefit Reduction”) by the minimum amount necessary to result in no portion of the Severance Benefits payments and benefits payable by the Association under Section 5 being non-deductible to the Association pursuant to Section 280G of the Code and subject to the Excise Tax, provided, however, that excise tax imposed under Section 4999 of the Benefit Reduction Code. In no event shall occur only if such reduction would result in the payments and benefits payable under Section 5 exceed three times the Executive’s “Net After-Tax Amount” attributable average taxable income from the Association for the five calendar years (or such shorter period that the Executive has been employed by the Association) preceding the year in which the Date of Termination occurs, with any benefits to be provided subsequent to the Severance Benefits being greater than it would Date of Termination to be if no Benefit Reduction was effecteddiscounted to present value in accordance with Section 280G of the Code. For this purpose, “Net After-Tax Amount” shall mean If the net amount of Severance Benefits the Executive is entitled under this Agreement after giving effect to all federal, state and local taxes which would be applicable to such payments and benefits, including but not limited tobenefits under Section 5 are required to be reduced, the Excise Taxcash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of whether any reduction in the Benefit Reduction shall payments and benefits to be effected made pursuant to Section 5 shall be based upon the opinion of independent tax counsel selected by the Employers' independent public accountants Association and paid by the EmployersAssociation. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) 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 46, or a reduction in the payments and benefits specified in Section 3 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 3 hereof (the “Severance Benefits”)5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersSavings Bank, would constitute a "parachute payment" under Section 280G of the Code, the payments and but for this benefits payable by the Savings Bank pursuant to Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then notwithstanding the provisions of Section 3, the Severance Benefits 5 hereof shall be reduced (reduced, in the “Benefit Reduction”) manner determined by the Executive, by the amount, if any, which is the minimum amount necessary to result in no portion of the Severance Benefits payments and benefits paid by the Savings Bank under Section 5 being non-deductible to the Savings Bank pursuant to Section 280G of the Code and subject to the Excise Tax, provided, however, excise tax imposed under Section 4999 of the Code. The parties hereto agree that the Benefit Reduction payments and benefits payable pursuant to this Agreement to the Executive upon termination shall occur only if such reduction would result in be limited to three times the Executive’s “Net After-Tax Amount” attributable to 's average annual compensation (based upon the Severance Benefits being greater than it would be if no Benefit Reduction was effected. For this purpose, “Net After-Tax Amount” shall mean the net amount of Severance Benefits the Executive is entitled under this Agreement after giving effect to all federal, state and local taxes which would be applicable to such payments and benefits, including but not limited to, the Excise Taxmost recent five taxable years) in accordance with OTS Regulatory Bulletin 27a. The determination of whether any reduction in the Benefit Reduction shall payments and benefits to be effected made pursuant to Section 5 shall be based upon the opinion of independent tax counsel selected by the Employers' Savings Bank's independent public accountants and paid by the EmployersSavings Bank. Such counsel shall be reasonably acceptable to the Employers Savings Bank and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) 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 46, or a reduction in the payments and benefits specified in Section 3 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 3 hereof (the “Severance Benefits”)2 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, the payments and but for this benefits payable by the Employers pursuant to Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then notwithstanding the provisions of Section 3, the Severance Benefits 2 hereof shall be reduced (reduced, in the “Benefit Reduction”) manner determined by the Executive, by the amount, if any, which is the minimum amount necessary to result in no portion of the Severance Benefits payments and benefits payable by the Employers under Section 2 being non-deductible to the Employers pursuant to Section 280G of the Code and subject to the Excise Tax, provided, however, excise tax imposed under Section 4999 of the Code. The parties hereto agree 5 that the Benefit Reduction present value of the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall occur only if such reduction would result in be limited to three times the Executive’s “Net After-Tax Amount” attributable 's Annual Compensation, subject to the Severance Benefits being greater than it would be if no Benefit Reduction was effected. For this purpose, “Net After-Tax Amount” shall mean the net amount of Severance Benefits the Executive is entitled under this Agreement after giving effect to all federal, state and local taxes which would be applicable to such payments and benefits, including but not limited to, the Excise Taxreduction as provided hereby. The determination of whether any reduction in the Benefit Reduction shall payments and benefits to be effected made pursuant to Section 2 shall be based upon the opinion of independent counsel selected by the Employers' independent public accountants and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) 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 43, or a reduction in the payments and benefits specified in Section 3 2 below zero.

Limitation of Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 3 hereof (the “Severance Benefits”)2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersSavings Bank and the Corporation, would constitute a "“parachute payment" ” under Section 280G of the Code, then the payments and but for this benefits payable by the Savings Bank pursuant to Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then notwithstanding the provisions of Section 3, the Severance Benefits 2 hereof shall be reduced (the “Benefit Reduction”) by the minimum amount necessary to result in no portion of the Severance Benefits payments and benefits under Section 2 being non-deductible to the Savings Bank pursuant to Section 280G of the Code and subject to the Excise Taxexcise tax imposed under Section 4999 of the Code. If the payments and benefits under Section 2 are required to be reduced, providedthe cash severance shall be reduced first, however, that the Benefit Reduction shall occur only if such followed by a reduction would result in the Executive’s “Net After-Tax Amount” attributable to the Severance Benefits being greater than it would be if no Benefit Reduction was effected. For this purpose, “Net After-Tax Amount” shall mean the net amount of Severance Benefits the Executive is entitled under this Agreement after giving effect to all federal, state and local taxes which would be applicable to such payments and fringe benefits, including but not limited to, the Excise Tax. The determination of whether any reduction in the Benefit Reduction shall payments and benefits to be effected made pursuant to Section 2 shall be based upon the opinion of independent tax counsel selected by the Employers' independent public accountants Savings Bank and paid for by the EmployersSavings Bank. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) 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 3 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 pursuant to Section 42 hereof, or a reduction in the payments and benefits specified in Section 3 2 below zero. (b) Notwithstanding any other provision herein to the contrary, for as long as required by the Supervisory Agreement, if the Supervisory Agreement is still in effect as of the date of such termination, or if the Savings Bank is deemed “troubled” as such term is defined in 12 C.F.R. §563.555, the Savings Bank shall not make or agree to make any “golden parachute payments” (as such term is defined in 12 U.S.C. Section 1828(k) and 12 C.F.R. Part 359) prior to such time as the Savings Bank has complied in all respects with the restrictions concerning the making of such payments that apply to the Savings Bank as set forth in 12 C.F.R. Part 359, and has received all required regulatory approvals or non-objections to make such payments.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 3 hereof (the “Severance Benefits”)Additional Termination Entitlements, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersCorporation or Mortgage Corp., would constitute a "“parachute payment" ” under Section 280G of the CodeInternal Revenue Code of 1986, and but for this Section 4the regulations promulgated thereunder or related Internal Revenue Service guidance (collectively, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise TaxCode”), then notwithstanding the provisions of Section 3, the Severance Benefits Additional Termination Entitlements shall be reduced (reduced, in the “Benefit Reduction”) manner determined by the Executive, by the amount, if any, which is the minimum amount necessary to result in no portion of the Severance Benefits Additional Termination Entitlements payable by the Corporation or Mortgage Corp. being non-deductible to the Corporation or Mortgage Corp. pursuant to Section 280G of the Code and subject to the Excise Taxexcise tax imposed under Section 4999 of the Code. Similarly, provided, however, that any payment of the Benefit Reduction Additional Termination Entitlements shall occur only if such reduction would result in be structured to comply with all requirements of Section 409A of the Executive’s “Net After-Tax Amount” attributable to the Severance Benefits being greater than it would be if no Benefit Reduction was effected. For this purpose, “Net After-Tax Amount” shall mean the net amount of Severance Benefits the Executive is entitled under this Agreement after giving effect to all federal, state and local taxes which would be applicable to such payments and benefits, including but not limited to, the Excise TaxCode. The determination of whether any reduction or restructuring of the Benefit Reduction shall be effected Additional Termination Entitlements shall be based upon the opinion of independent counsel selected by the Employers' independent public accountants Corporation’s or Mortgage Corp. and paid by the Employers. Corporation and Mortgage Corp. Such counsel shall be reasonably acceptable to the Employers Corporation, Mortgage Corp. and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date date of Terminationtermination; and may use such actuaries or accountants 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 414, or a reduction in the payments and benefits specified in Section 3 Additional Termination Entitlements below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 3 hereof (the “Severance Benefits”)5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersBank and/or the Corporation, would constitute a "“parachute payment" ” under Section 280G of the Code, then the payments and but for this benefits payable by the Bank pursuant to Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then notwithstanding the provisions of Section 3, the Severance Benefits 5 hereof shall be reduced (the “Benefit Reduction”) by the minimum amount necessary to result in no portion of the Severance Benefits payments and benefits payable by the Bank under Section 5 being non-deductible to the Bank pursuant to Section 280G of the Code and subject to the Excise Tax, provided, however, that excise tax imposed under Section 4999 of the Benefit Reduction Code. In no event shall occur only if such reduction would result in the payments and benefits payable under Section 5 exceed three times the Executive’s “Net After-Tax Amount” attributable average taxable income from the Bank for the five calendar years (or such shorter period that the Executive has been employed by the Bank) preceding the year in which the Date of Termination occurs, with any benefits to be provided subsequent to the Severance Benefits being greater than it would Date of Termination to be if no Benefit Reduction was effecteddiscounted to present value in accordance with Section 280G of the Code. For this purpose, “Net After-Tax Amount” shall mean If the net amount of Severance Benefits the Executive is entitled under this Agreement after giving effect to all federal, state and local taxes which would be applicable to such payments and benefits, including but not limited tobenefits under Section 5 are required to be reduced, the Excise Taxcash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of whether any reduction in the Benefit Reduction shall payments and benefits to be effected made pursuant to Section 5 shall be based upon the opinion of independent tax counsel selected by the Employers' independent public accountants Bank and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) 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 46, or a reduction in the payments and benefits specified in Section 3 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits due Executive pursuant to Section 3 hereof (the “Severance Benefits”)2 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, the payments and but for this benefits payable by the Bank or Corporation pursuant to Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then notwithstanding the provisions of Section 3, the Severance Benefits 2 hereof shall be reduced (the “Benefit Reduction”) by the amount, if any, which is the minimum amount necessary to result in no portion of the Severance Benefits payments and benefits payable by the Bank or the Corporation under Section 2 being non-deductible to the Bank and the Corporation pursuant to Section 280G of the Code and subject to the Excise Taxexcise tax imposed under Section 4999 of the Code. If the payments and benefits under Section 2 are required to be reduced, providedany costs assigned to fringe benefits which are not provided for the full twelve (12) months because the Executive obtains subsequent employment shall be reduced first. If the Executive receives fringe benefits for the full 12-month period specified in Section 2(b) above, however, then any remaining cash severance to be provided in the 24 monthly installments specified in Section 2(a) above shall be reduced by the minimum amount necessary so that the Benefit Reduction shall occur only if such reduction would result in present value of all of the payments and benefits are less than three (3) times the Executive’s “Net After-Tax Amountbase amount” attributable under Section 280G, starting by reducing the last scheduled installment in whole or in part, then the next to the Severance Benefits being greater than it would be if no Benefit Reduction was effected. For this purposelast scheduled installment, “Net After-Tax Amount” shall mean the net amount of Severance Benefits the Executive is entitled under this Agreement after giving effect to all federal, state and local taxes which would be applicable to such payments and benefits, including but not limited to, the Excise Taxet cetera. The determination of whether any reduction in the Benefit Reduction shall payments and benefits to be effected made pursuant to Section 2 shall be based upon the opinion of independent counsel selected by the Employers' independent public accountants Bank and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) 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 43, or a reduction in the payments and benefits specified in Section 3 2 below zero.

Limitation of Benefits under Certain Circumstances. If lf the payments and benefits pursuant to Section 3 hereof (the “Severance Benefits”), either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersBank or its affiliates, would constitute a "“parachute payment" ” under Section 280G of the Code, and but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then notwithstanding the provisions of Section 3, the Severance Benefits shall be reduced (the “Benefit Reduction”) by the minimum amount necessary to result in no portion of the Severance Benefits being subject to the Excise Tax, provided, however, that the Benefit Reduction shall occur only if such reduction would result in the Executive’s 's “Net After-Tax Amount” attributable to the Severance Benefits being greater than it would be if no Benefit Reduction was effected. For this purpose, “Net After-Tax Amount” shall mean the net amount of Severance Benefits the Executive is entitled under this Agreement after giving effect to all federal, state and local taxes which that would be applicable to such payments and benefits, including but not limited to, the Excise Tax. The determination of whether the Benefit Reduction shall will be effected shall be based upon the opinion of independent counsel selected by the Employers' Bank's independent public accountants and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the Employers Bank and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) 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 4, or a reduction in the payments and benefits specified in Section 3 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 3 hereof (the “Severance Benefits”)2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersSavings Bank and the Corporation, would constitute a "“parachute payment" ” under Section 280G of the Code, then the payments and but for this benefits payable by the Savings Bank pursuant to Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then notwithstanding the provisions of Section 3, the Severance Benefits 2 hereof shall be reduced (the “Benefit Reduction”) by the minimum amount necessary to result in no portion of the Severance Benefits payments and benefits under Section 2 being non-deductible to the Savings Bank pursuant to Section 280G of the Code and subject to the Excise Taxexcise tax imposed under Section 4999 of the Code. If the payments and benefits under Section 2 are required to be reduced, providedthe cash severance shall be reduced first, however, followed by a reduction in the fringe benefits. The parties hereto agree that the Benefit Reduction payments and benefits payable pursuant to this Agreement to the Executive upon termination shall occur only if such reduction would result in not exceed three times the Executive’s “Net After-Tax Amount” attributable to average taxable income from the Severance Benefits being greater than it would be if no Benefit Reduction was effected. For this purposeEmployers for the five calendar years preceding the year in which the Change in Control occurs, “Net After-Tax Amount” shall mean in accordance with the net amount provisions of Severance Benefits Section 310 of the Executive is entitled under this Agreement after giving effect to all federal, state and local taxes which would be applicable to such payments and benefits, including but not limited to, the Excise TaxOTS Examination Handbook. The determination of whether any reduction in the Benefit Reduction shall payments and benefits to be effected made pursuant to Section 2 shall be based upon the opinion of independent tax counsel selected by the Employers' independent public accountants Savings Bank and paid for by the EmployersSavings Bank. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) 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 3 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 pursuant to Section 42 hereof, or a reduction in the payments and benefits specified in Section 3 2 below zero.