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 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Bank, would constitute a "parachute payment" under Section 280G of the Code, the payments and benefits payable by the Bank pursuant to Section 5 hereof shall be reduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the 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 imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement by the Bank to the Executive upon termination shall be limited to three times the Executive's "base amount" (as defined in Section 280G(b)(3) of the Code) in accordance with OTS Regulatory Bulletin 27a. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent tax counsel selected by the Bank's independent public accountants and paid by the Bank. Such counsel shall be reasonably acceptable to the 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 6, or a reduction in the payments and benefits specified in Section 5 below zero.

Limitation of Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 5 9(a) hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the BankBank or Parent Corp., would constitute a "parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payments and benefits payable by the Bank and Parent Corp. pursuant to Section 5 9(a) hereof shall be reduced, in the manner determined by the Executive (or in the absence of any such determination by the Executive, by the Company), by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank and Parent Corp. under Section 5 9(a) being non-deductible to the Bank and Parent Corp. (or any successors thereto) pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the present value of the payments and benefits payable pursuant to this Agreement by the Bank to the Executive upon termination of the Executive's employment pursuant to Section 9(a) shall be limited to three times the Executive's "base amount," (as that term is defined in Section 280G(b)(3) of the Code) in accordance with OTS Regulatory Bulletin 27a, less one dollar. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 9(a) shall be based upon the opinion of independent tax counsel selected an analysis prepared by the Bank's independent public accountants KPMG LLP and paid by the Bank. Such counsel shall be reasonably acceptable to the Bank and the Executive; KPMG LLP shall promptly prepare the foregoing opinionanalysis, but in no event later than thirty ten (3010) days from the Date date of Termination; termination of the Executive's employment pursuant to Section 9(a), and may use such actuaries as such counsel deems it may deem 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 621, or a reduction in the payments and benefits specified in Section 5 9(a) below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the BankEmployers, would constitute a "parachute payment" under Section 280G of the Code, the payments and benefits payable by the Bank pursuant to Section 5 hereof shall be reduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank under Section 5 being non-non- deductible to either of the Bank Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement by the Bank to the Executive upon termination shall be limited to three times the Executive's "base amount" (as defined in Section 280G(b)(3) of the Code) in accordance with OTS Regulatory Bulletin 27a. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent tax counsel selected by the Bank's independent public accountants Employers and paid by the BankEmployers. Such counsel shall be reasonably acceptable to the Bank 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. The Employers shall pay to the Executive the maximum amount of payments and benefits pursuant to Section 5, as selected by the Executive, which such opinion indicates that there is a high probability do not result in any of such payments and benefits being non-deductible to the Employers and subject to the imposition of the excise tax imposed under Section 4999 of the Code. 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 payments and benefits specified in Section 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the BankBank and/or the Corporation, would constitute a "“parachute payment" ” under Section 280G of the Code, then the payments and benefits payable by the Bank pursuant to Section 5 hereof shall be reduced, in the manner determined reduced 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 5 being non-deductible to the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that In no event shall the payments and benefits payable pursuant to this Agreement by the Bank to the Executive upon termination shall be limited to under Section 5 exceed three times the Executive's "base amount" ’s average taxable income from the Bank for the five calendar years (as defined 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 Date of Termination to be discounted to present value in accordance with Section 280G(b)(3) 280G of the Code) . If the payments and benefits under Section 5 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in accordance with OTS Regulatory Bulletin 27athe fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent tax counsel selected by the Bank's independent public accountants Bank and paid by the Bank. Such counsel shall be reasonably acceptable to the 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 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 payments and benefits specified in Section 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 5 2 hereof, either alone or together with other payments and benefits which the Executive Officer has the right to receive from the Bank, would constitute a "parachute payment" under Section 280G of the Code, the payments and benefits payable by the Bank pursuant to Section 5 2 hereof shall be reduced, in the manner determined by the ExecutiveOfficer, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank under Section 5 2 being non-deductible to the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the present value of the payments and benefits payable pursuant to this Agreement by the Bank to the Executive Officer upon termination shall be limited to three times the ExecutiveOfficer's "base amount" (Annual Compensation, subject to reduction as defined in Section 280G(b)(3) of the Code) in accordance with OTS Regulatory Bulletin 27aprovided hereby. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 2 shall be based upon the opinion of independent tax counsel selected by the Bank's independent public accountants and paid by the Bank. Such counsel shall be reasonably acceptable to the Bank and the ExecutiveOfficer; 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 Officer may be entitled upon termination of employment under any circumstances other than as specified in this Section 63, or a reduction in the payments and benefits specified in Section 5 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Bank, would constitute a "parachute payment" under Section 280G of the Code, the payments and benefits payable by the Bank pursuant to Section 5 hereof shall be reduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the 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 imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement by the Bank to the Executive upon termination shall be limited to three times the Executive's "base amount" (as defined in Section 280G(b)(3) of the Code) Average Annual Compensation in accordance with Section 310 of the OTS Regulatory Bulletin 27aThrift Activities Handbook. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent tax counsel selected by the Bank's independent public accountants and paid by the Bank. Such counsel shall be reasonably acceptable to the 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 6, or a reduction in the payments and benefits specified in Section 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Bank, would constitute a "“parachute payment" ” under Section 280G of the Code, then the payments and benefits payable by the Bank pursuant to Section 5 hereof shall be reduced, in the manner determined reduced 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 5 being non-deductible to the 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 5 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The parties hereto agree that the payments and benefits payable pursuant to this Agreement by the Bank to the Executive upon termination shall be limited to three times the Executive's "base amount" (as defined in Section 280G(b)(3) of the Code) ’s Average Annual Compensation in accordance with Section 310 of the OTS Regulatory Bulletin 27aThrift Activities Handbook. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent tax counsel selected by the Bank's independent public accountants Bank and paid by the Bank. Such counsel shall be reasonably acceptable to the 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 6, or a reduction in the payments and benefits specified in Section 5 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits due to the Executive pursuant to Section 5 hereofthis Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the BankBank or the Corporation, would constitute a "“parachute payment" ” under Section 280G of the Code, the payments and benefits payable by the Bank pursuant to Section 5 the terms hereof shall be reduced, in the manner determined by the Executive, reduced by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank under Section 5 this Agreement being non-deductible to the Bank and the Corporation pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree In the event that the payments and benefits payable pursuant to this Agreement by the Bank due to the Executive upon termination shall pursuant to the terms of this Agreement, in combination with payments or benefits due him from the Bank or the Corporation, if any, constitute a parachute payment and are required to be limited to three times the Executive's "base amount" (as defined in Section 280G(b)(3) of the Code) reduced in accordance with OTS Regulatory Bulletin 27athe terms of this Section 5.5, such reduction shall first be accomplished in accordance with the provisions of Section 3 of the Amended and Restated Change in Control Severance Agreement between the Bank and the Executive dated as of July 20, 2006 (“Severance Agreement”), and then, if necessary, by reducing the payments due hereunder. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent tax counsel selected by the Bank's independent public accountants Bank and paid by the Bank. Such counsel shall be reasonably acceptable to the Bank and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date date the Executive is entitled to receive benefits hereunder that are subject to the provisions of Termination; Section 280G, 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 in the payment and benefits to which the Executive may be entitled upon termination under the terms of employment under any circumstances other than as specified in this Section 6, Articles 2 or a reduction in the payments and benefits specified in Section 5 3 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the BankEmployers (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, the payments and benefits payable by the Bank Corporation pursuant to Section 5 hereof shall be reduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank Corporation under Section 5 being non-deductible to the Bank Corporation pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree that the payments and benefits payable pursuant to this Agreement by the Bank to the Executive upon termination shall be limited to three times the Executive's "base amount" (as defined in Section 280G(b)(3) of the Code) in accordance with OTS Regulatory Bulletin 27a. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent tax counsel selected by the BankCorporation's independent public accountants and paid by the BankCorporation. Such counsel shall be reasonably acceptable to the Bank Corporation 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 6, or a reduction in the payments and benefits specified in Section 5 below zero.