Common use of Limitation on Benefits Clause in Contracts

Limitation on Benefits. 5.5.1 It is the intention of the Employee and of the Employers that no payments by the Employers to or for the benefit of the Employee under this Agreement or any other agreement or plan pursuant to which he is entitled to receive payments or benefits shall be non-deductible to the Employers by reason of the operation of Section 280G of the Code relating to parachute payments. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G, any such payments exceed the amount which can be deducted by the Employers, such payments shall be reduced to the maximum amount which can be deducted by the Employers. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of the Employee, such excess payments shall be refunded to the Employers with interest thereon at the applicable Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order than no such payments shall be non-deductible to the Employers by reason of the operation of said Section 280G. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Section 280G, the Employee shall determine which method shall be followed, provided that if the Employee fails to make such determination within forty-five days after the Employers have sent him written notice of the need for such reduction, the Employers may determine the method of such reduction in their sole discretion. 5.5.2 If any dispute between the Employers and the Employee as to any of the amounts to be determined under this Section 5.5.2, or the method of calculating such amounts, cannot be resolved by the Employers and the Employee, either the Employers or the Employee after giving three days' written notice to the other, may refer the dispute to a partner in the Boston office of a firm of independent certified public accountants selected jointly by the Employers and the Employee. The determination of such partner as to the amount to be determined under Section 5(a) and the method of calculating such amounts shall be final and binding on both the Employers and the Employee. The Employers shall bear the costs of any such determination.

Limitation on Benefits. 5.5.1 (a) It is the intention of the Employee Executive and of the Employers that no payments payment by the Employers to or for the benefit of the Employee Executive under this Agreement or and/or any other agreement or plan pursuant to which he the Executive is entitled to receive payments or benefits shall be non-deductible to the Employers by reason of the operation of Section 280G of the Code relating to parachute payments. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G, any such payments exceed the amount which can be deducted by the EmployersEmployers in the aggregate, such payments shall be reduced to the maximum amount which can be deducted by the Employers. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of the EmployeeExecutive, such excess payments shall be refunded to the Employers with interest thereon at the applicable Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order than that no such payments shall be non-deductible to the Employers by reason of the operation of said Section 280G. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Section 280G, the Employee Executive shall determine which method shall be followed, provided that if the Employee Executive fails to make such determination within forty-five days (45) after the Employers have sent him written notice of the need for such reduction, the Employers may determine the method of such reduction in their sole discretion. 5.5.2 (b) If any dispute between the Employers and the Employee Executive as to any of the amounts to be determined under this Section 5.5.26(a), or the method of calculating such amounts, cannot be resolved by the Employers and the EmployeeExecutive, either the Employers or the Employee Executive after giving three days' (3) days written notice to the other, may refer the dispute to a partner in the Boston office of a firm of nationally recognized independent certified public accountants selected jointly by the Employers and the EmployeeExecutive, which firm shall not be the Employers' independent registered public accounting firm. The determination of such partner as to the amount to be determined under Section 5(a6(a) and the method of calculating such amounts shall be final and binding on both the Employers and the EmployeeExecutive. The Employers shall bear the costs of any such determination. (c) This Agreement is intended to be construed in a manner to avoid imposition on payments hereunder of interest and additional tax under Section 409A(a)(1)(B) of the Code. Without limiting the scope of the previous sentence, with respect to any payment hereunder subject to Section 409A, distributions on account of a separation from service may not be made to the Executive if he is a "Specified Employee" within the meaning of Section 409A(a)(2)(B)(i) before the date which is six (6) months after the date after separation from service (or, if earlier, the date of death of the Executive).

Limitation on Benefits. 5.5.1 (a) It is the intention of the Employee Executive and of the Employers that no payments by the Employers to or for the benefit of the Employee Executive under this Agreement or any other agreement or plan pursuant to which he she is entitled to receive payments or benefits shall be non-deductible to the Employers by reason of the operation of Section 280G of the Code relating to parachute payments. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G, any such payments exceed the amount which can be deducted by the Employers, such payments shall be reduced to the maximum amount which can be deducted by the Employers. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of the EmployeeExecutive, such excess payments shall be refunded to the Employers with interest thereon at the applicable Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order than that no such payments shall be non-deductible to the Employers by reason of the operation of said Section 280G. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Section 280G, the Employee Executive shall determine which method shall be followed, provided that if the Employee Executive fails to make such determination within forty-five days after the Employers have sent him her written notice of the need for such reduction, the Employers may determine the method of such reduction in their sole discretion. 5.5.2 (b) If any dispute between the Employers and the Employee Executive as to any of the amounts to be determined under this Section 5.5.2, 5 or the method of calculating such amounts, amounts cannot be resolved by the Employers and the EmployeeExecutive, either the Employers or the Employee party after giving three days' days written notice to the other, may refer the dispute to a partner in the Boston a Massachusetts office of a firm of independent certified public accountants selected jointly by the Employers and the EmployeeExecutive. The determination of such partner as to the amount amounts to be determined under Section 5(a) and the method of calculating such amounts shall be final and binding on both the Employers and the EmployeeExecutive. The Employers shall bear the costs of any such determination. (c) The Executive confirms that she is aware of the fact that the Federal Deposit Insurance Corporation has the power to preclude the Bank from making payments to the Executive under this Agreement under certain circumstances. The Executive agrees that the Bank shall not be deemed to be in breach of this Agreement if it is precluded from making a payment otherwise payable hereunder by reason of regulatory requirements binding on the Bank.

Limitation on Benefits. 5.5.1 (a) It is the intention of the Employee Executive and of the Employers that no payments by the Employers to or for the benefit of the Employee Executive under this Agreement or any other agreement or plan pursuant to which he is entitled to receive payments or benefits shall be non-deductible to the Employers by reason of the operation of Section 280G of the Code relating to parachute payments. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G, any such payments exceed the amount which can be deducted by the EmployersBank, such payments shall be reduced to the maximum amount which can be deducted by the Employers. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of the EmployeeExecutive, such excess payments shall be refunded to the Employers with interest thereon at the applicable Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order than no such payments shall be non-deductible to the Employers by reason of the operation of said Section 280G. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Section 280G, the Employee Executive shall determine which method shall be followed, provided that if the Employee Executive fails to make such determination within forty-five days after the Employers have sent him written notice of the need for such reduction, the Employers may determine the method of such reduction in their sole discretion. 5.5.2 (b) If any dispute between the Employers and the Employee Executive as to any of the amounts to be determined under this Section 5.5.25, or the method of calculating such amounts, cannot be resolved by the Employers and the EmployeeExecutive, either the Employers or the Employee Executive after giving three days' days written notice to the other, may refer the dispute to a partner in the Boston office of a firm of independent certified public accountants selected jointly by the Employers and the EmployeeExecutive. The determination of such partner as to the amount to be determined under Section 5(a) and the method of calculating such amounts shall be final and binding on both the Employers and the EmployeeExecutive. The Employers shall bear the costs of any such determination.

Limitation on Benefits. 5.5.1 (a) It is the intention of the Employee Executive and of the Employers Bank that no payments by the Employers Bank to or for the benefit of the Employee Executive under this Agreement or any other agreement or plan pursuant to which he is entitled to receive payments or benefits shall be non-deductible to the Employers Bank by reason of the operation of Section 280G of the Code relating to parachute payments. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G, any such payments exceed the amount which can be deducted by the EmployersBank, such payments shall be reduced to the maximum amount which can be deducted by the EmployersBank. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of the EmployeeExecutive, such excess payments shall be refunded to the Employers Bank with interest thereon at the applicable Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order than that no such payments shall be non-deductible to the Employers Bank by reason of the operation of said Section 280G. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Section 280G, the Employee Executive shall determine which method shall be followed, provided that if the Employee Executive fails to make such determination within forty-five days after the Employers have Bank has sent him written notice of the need for such reduction, the Employers Bank may determine the method of such reduction in their its sole discretion. 5.5.2 (b) If any dispute between the Employers Bank and the Employee Executive as to any of the amounts to be determined under this Section 5.5.25, or the method of calculating such amounts, cannot be resolved by the Employers Bank and the EmployeeExecutive, either the Employers or the Employee party after giving three days' days written notice to the other, may refer the dispute to a partner in the Boston office of a firm of independent certified public accountants selected jointly by the Employers Bank and the EmployeeExecutive. The determination of such partner as to the amount to be determined under Section 5(a) and the method of calculating such amounts shall be final and binding on both the Employers Bank and the EmployeeExecutive. The Employers Bank shall bear the costs of any such determination.

Limitation on Benefits. 5.5.1 It is the intention of the Employee Executive and of the Employers that no payments by the Employers to or for the benefit of the Employee Executive under this Agreement or any other agreement or plan pursuant to which he is entitled to receive payments or benefits shall be non-deductible to the Employers by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended ("Code") relating to parachute payments. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G, any such payments exceed the amount which can be deducted by the Employers, such payments shall be reduced to the maximum amount which can be deducted by the Employers. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of the EmployeeExecutive, such excess payments shall be refunded to the Employers with interest thereon at the applicable Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order than that no such payments shall be non-deductible to the Employers by reason of the operation of said Section 280G. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Section 280G, the Employee Executive shall determine which method shall be followed, provided that if the Employee Executive fails to make such determination within forty-five days after the Employers have sent him written notice of the need for such reduction, the Employers may determine the method of such reduction in their sole discretion. 5.5.2 6.1 If any dispute between the Employers and the Employee Executive as to any of the amounts to be determined under this Section 5.5.2, 6 or the method of calculating such amounts, amounts cannot be resolved by the Employers and the EmployeeExecutive, either the Employers or the Employee party after giving three days' days written notice to the other, may refer the dispute to a partner in the Boston a Massachusetts office of a firm of independent certified public accountants selected jointly by the Employers and the EmployeeExecutive. The determination of such partner as to the amount amounts to be determined under Section 5(a) 6.1 and the method of calculating such amounts shall be final and binding on both the Employers and the EmployeeExecutive. The Employers shall bear the costs of any such determination. 6.2 The Executive confirms that he is aware of the fact that the Federal Deposit Insurance Corporation has the power to preclude the Bank from making payments to the Executive under this Agreement under certain circumstances. The Executive agrees that the Bank shall not be deemed to be in breach of this Agreement if it is precluded from making a payment otherwise payable hereunder by reason of regulatory requirements binding on the Bank.

Limitation on Benefits. 5.5.1 (a) It is the intention of the Employee Executive and of the Employers that no payments by the Employers to or for the benefit of the Employee Executive under this Agreement or any other agreement or plan pursuant to which he is entitled to receive payments or benefits shall be non-deductible to the Employers by reason of the operation of Section 280G of the Code relating to parachute payments. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G, any such payments exceed the amount which can be deducted by the Employers, such payments shall be reduced to the maximum amount which can be deducted by the Employers. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of the EmployeeExecutive, such excess payments shall be refunded to the Employers with interest thereon at the applicable Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order than no such payments shall be non-deductible to the Employers by reason of the operation of said Section 280G. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Section 280G, the Employee Executive shall determine which method shall be followed, provided that if the Employee Executive fails to make such determination within forty-five days after the Employers have sent him written notice of the need for such reduction, the Employers may determine the method of such reduction in their sole discretion. 5.5.2 (b) If any dispute between the Employers and the Employee Executive as to any of the amounts to be determined under this Section 5.5.25, or the method of calculating such amounts, cannot be resolved by the Employers and the EmployeeExecutive, either the Employers or the Employee Executive after giving three days' days written notice to the other, may refer the dispute to a partner in the Boston office of a firm of independent certified public accountants selected jointly by the Employers and the EmployeeExecutive. The determination of such partner as to the amount to be determined under Section 5(a) and the method of calculating such amounts shall be final and binding on both the Employers and the EmployeeExecutive. The Employers shall bear the costs of any such determination.

Limitation on Benefits. 5.5.1 (a) It is the intention of the Employee Executive and of the Employers that no payments by the Employers to or for the benefit of the Employee Executive under this Agreement or any other agreement or plan pursuant to which he is entitled to receive payments or benefits shall be non-deductible to the Employers by reason of the operation of Section 280G of the Code relating to parachute payments. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G, any such payments exceed the amount which can ca be deducted by the Employers, such payments shall be reduced to the maximum amount which can be deducted by the Employers. To the extent that payments exceeding such maximum deductible amount have In, ave been made to or for the benefit of the EmployeeExecutive, such excess payments shall be refunded to the Employers with interest thereon at the applicable Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order than that no such payments shall be non-deductible to the Employers by reason of the operation of said Section 280G. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Section 280G, the Employee Executive shall determine which method shall be followed, provided that if the Employee Executive fails to make such determination within forty-five days after the Employers have sent him written notice of the need for such reduction, the Employers may determine the method of such reduction in their sole discretion. 5.5.2 (b) If any dispute between the Employers and the Employee Executive as to any of the amounts to be determined under this Section 5.5.2, 5 or the method of calculating such amounts, amounts cannot be resolved by the Employers and the EmployeeExecutive, either the Employers or the Employee party after giving three days' days written notice to the other, may refer the dispute to a partner in the Boston parmxx xx a Massachusetts office of a firm of independent certified public accountants selected jointly by the Employers and the EmployeeExecutive. The determination of such partner as to the amount amounts to be determined under Section 5(a) and the method of calculating such amounts shall be final and binding on both the Employers and the EmployeeExecutive. The Employers shall bear the costs of any such determination. (c) The Executive confirms that he is aware of the fact that the Federal Deposit Insurance Corporation has the power to preclude the Bank from making payments to the Executive under this Agreement under certain circumstances. The Executive agrees that the Bank shall not be deemed to be in breach of this Agreement if it is precluded from making a payment otherwise payable hereunder by reason of regulatory requirements binding on the Bank.

Limitation on Benefits. 5.5.1 It is the intention of the Employee Executive and of the Employers that no payments by the Employers to or for the benefit of the Employee Executive under this Agreement or any other agreement or plan pursuant to which he is entitled to receive payments or benefits shall be non-deductible to the Employers by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (“Code”) relating to parachute payments. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G, any such payments exceed the amount which can be deducted by the Employers, such payments shall be reduced to the maximum amount which can be deducted by the Employers. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of the EmployeeExecutive, such excess payments shall be refunded to the Employers with interest thereon at the applicable Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order than that no such payments shall be non-deductible to the Employers by reason of the operation of said Section 280G. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Section 280G, the Employee Executive shall determine which method shall be followed, provided that if the Employee Executive fails to make such determination within forty-five days after the Employers have sent him written notice of the need for such reduction, the Employers may determine the method of such reduction in their sole discretion. 5.5.2 6.1 If any dispute between the Employers and the Employee Executive as to any of the amounts to be determined under this Section 5.5.2, 6 or the method of calculating such amounts, amounts cannot be resolved by the Employers and the EmployeeExecutive, either the Employers or the Employee party after giving three days' days written notice to the other, may refer the dispute to a partner in the Boston a Massachusetts office of a firm of independent certified public accountants selected jointly by the Employers and the EmployeeExecutive. The determination of such partner as to the amount amounts to be determined under Section 5(a) 6.1 and the method of calculating such amounts shall be final and binding on both the Employers and the EmployeeExecutive. The Employers shall bear the costs of any such determination. 6.2 The Executive confirms that he is aware of the fact that the Federal Deposit Insurance Corporation has the power to preclude the Bank from making payments to the Executive under this Agreement under certain circumstances. The Executive agrees that the Bank shall not be deemed to be in breach of this Agreement if it is precluded from making a payment otherwise payable hereunder by reason of regulatory requirements binding on the Bank.