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 7 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Company, would constitute a "parachute payment" under Section 280G of the Code, then the payments and benefits payable by the Company pursuant to Section 7 hereof shall be reduced by the minimum amount necessary to result in no portion of the payments and benefits under Section 7 being non-deductible to the Company pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. If the payments and benefits under Section 7 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 7 shall be based upon the opinion of independent tax counsel selected by the Company and paid by the Company. Such counsel shall promptly prepare the foregoing opinion, but in no event later than ten (10) days from the Event 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 8, or a reduction in the payments and benefits specified in Section 7 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 7 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the CompanyAssociation, would constitute a "parachute payment" under Section 280G of the Code, then the payments and benefits payable by the Company Association pursuant to Section 7 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 payments and benefits payable by the Association under Section 7 5 being non-deductible to the Company Association pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. If the payments and benefits under Section 7 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 7 5 shall be based upon the opinion of independent tax counsel selected by the Company Association's independent public accountants and paid by the CompanyAssociation. Such counsel shall be reasonably acceptable to the Association and the Executive; shall promptly prepare the foregoing opinion, but in no event later than ten thirty (1030) days from the Event 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 86, or a reduction in the payments and benefits specified in Section 7 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 7 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the CompanyBank, would constitute a "parachute payment" under Section 280G of the Code, then the payments and benefits payable by the Company Bank pursuant to Section 7 hereof shall be reduced by the minimum amount necessary to result in no portion of the payments and benefits under Section 7 being non-deductible to the Company Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. If the payments and benefits under Section 7 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 7 shall be based upon the opinion of independent tax counsel selected by the Company Bank and paid by the CompanyBank. Such counsel shall promptly prepare the foregoing opinion, but in no event later than ten (10) days from the Event 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 8, or a reduction in the payments and benefits specified in Section 7 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 7 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the CompanyEmployers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 5 of the Agreement between the Bank and the Executive dated December 9, 1997), would constitute a "parachute payment" under as defined in Section 280G 280G(b)(2) of the Code, then the payments and benefits payable by the Company Corporation pursuant to Section 7 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 payments and benefits payable by the Corporation under Section 7 5 being non-deductible to the Company Corporation pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. If the payments and benefits under Section 7 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 7 5 shall be based upon the opinion of independent tax counsel selected by the Company Corporation's independent public accountants and paid by the CompanyCorporation. Such counsel shall be reasonably acceptable to the Corporation and the Executive; shall promptly prepare the foregoing opinion, but in no event later than ten thirty (1030) days from the Event 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 86, or a reduction in the payments and benefits specified in Section 7 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 7 2 hereof, either alone or together with other payments and benefits which the Executive Officer has the right to receive from the CompanyBank, would constitute a "parachute payment" under Section 280G of the Code, then the payments and benefits payable by the Company Bank pursuant to Section 7 2 hereof shall be reduced reduced, in the manner determined by the Officer, by the amount, if any, which is the minimum amount necessary to result in no portion of the payments and benefits payable by the Bank under Section 7 2 being non-deductible to the Company Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. If The parties hereto agree that the present value of the payments and benefits under Section 7 are required payable pursuant to be reduced, this Agreement to the cash severance Officer upon termination shall be reduced firstlimited to three times the Officer's Annual Compensation, followed by a subject to reduction in the fringe benefitsas provided hereby. The determination of any reduction in the payments and benefits to be made pursuant to Section 7 2 shall be based upon the opinion of independent tax counsel selected by the Company Bank's independent public accountants and paid by the CompanyBank. Such counsel shall be reasonably acceptable to the Bank and the Officer; shall promptly prepare the foregoing opinion, but in no event later than ten thirty (1030) days from the Event 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 Officer may be entitled upon termination of employment under any circumstances other than as specified in this Section 83, or a reduction in the payments and benefits specified in Section 7 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 7 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the CompanyBank and/or the MHC, would constitute a "“parachute payment" ” under Section 280G of the Code, then the payments and benefits payable by the Company Bank pursuant to Section 7 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 payments and benefits payable by the Bank under Section 7 5 being non-deductible to the Company Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. If the payments and benefits under Section 7 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 7 5 shall be based upon the opinion of independent tax counsel selected by the Company Bank’s independent public accountants and paid by the CompanyBank. Such counsel shall be reasonably acceptable to the Bank and the Executive, shall promptly prepare the foregoing opinion, but in no event later than ten thirty (1030) days from the Event 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 86, or a reduction in the payments and benefits specified in Section 7 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 7 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the CompanyEmployer, would constitute a "“parachute payment" ” under Section 280G of the Code, then the payments and benefits payable by the Company Employer pursuant to Section 7 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 payments and benefits under Section 7 5 being non-deductible to the Company Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. If the payments and benefits under Section 7 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 7 5 shall be based upon the opinion of independent tax counsel selected by the Company Employer and paid by the CompanyEmployer. Such counsel shall be reasonably acceptable to the Employer and the Executive; shall promptly prepare the foregoing opinion, but in no event later than ten thirty (1030) days from the Event 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 86, or a reduction in the payments and benefits specified in Section 7 5 below zero.