Common use of Limitation on Benefits Clause in Contracts

Limitation on Benefits. It is the intention of the Employee and of the Company that no payments by the Company 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 Company by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (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 Company, such payments shall be reduced to the maximum amount which can be deducted by the Company. 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 Company 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 that no such payments shall be non-deductible to the Company 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 payments and benefits shall be reduced in the following order: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order. As promptly as practicable following such determination and election hereunder, the Company shall pay to or distribute to the Employee such amounts as are then due to the Employee under this Agreement.

Limitation on Benefits. It is the intention of the Employee and of the Company that no payments by the Company 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 Company by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (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 Company, such payments shall be reduced to the maximum amount which can be deducted by the Company. 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 Company 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 that no such payments shall be non-deductible to the Company 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 payments and benefits Employee shall determine which method shall be reduced in followed, provided that if the following order: Employee fails to make such determination within ten (110) cash payments not subject to Section 409A days after the Company has sent the Employee written notice of the Code; (2) cash payments subject to Section 409A need for such reduction, the Company may determine the method of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., such reduction in installments, etc.), then the payments shall be reduced in reverse chronological orderits sole discretion. As promptly as practicable following such determination and election hereunder, the Company shall pay to or distribute to the Employee such amounts as are then due to the Employee under this Agreement.

Limitation on Benefits. (a) It is the intention of the Employee Executive and of the Company Employers that no payments by the Company 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 Company Employers by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), relating to parachute payments. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or planAgreement, if by reason of the operation of said Section 280G, G any such payments when combined with any other payments under any other agreement exceed the amount which can be deducted by the CompanyEmployers, such payments shall be reduced to the maximum amount which can be deducted by the CompanyEmployers. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of the EmployeeExecutive under this or any other agreement or arrangement between the Executive and the Company, such excess payments shall be refunded to the Company Employers with interest thereon at the applicable federal rate Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order that no such payments shall be non-deductible to the Company 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 payments and benefits Executive shall determine which method shall be reduced followed, provided that if the 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. (b) If any dispute between the Employers and the Executive as to any of the amounts to be determined under this Section 5, or the method of calculating such amounts, cannot be resolved by the Employers and the Executive, either the Employers or the Executive after giving three days written notice to the other, may refer the dispute to a partner in the following order: (1) cash payments not subject Massachusetts office of a firm of independent certified public accountants selected jointly by the Employers and the Executive. The determination of such partner as to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is amount to be made over time (e.g., in installments, etc.), then determined under Section 5(a) and the payments method of calculating such amounts shall be reduced in reverse chronological orderfinal and binding on both the Employers and the Executive. As promptly The Employers shall pay, as practicable following such determination and election hereunderthey are incurred, the Company shall pay to or distribute to the Employee costs of any such amounts as are then due to the Employee under this Agreementdetermination.

Limitation on Benefits. 6.1 It is the intention of the Employee Executive and of the Company Employers that no payments by the Company 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 Company Employers by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (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 CompanyEmployers, such payments shall be reduced to the maximum amount which can be deducted by the CompanyEmployers. 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 Company Employers with interest thereon at the applicable federal rate Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order that no such payments shall be non-deductible to the Company 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 payments and benefits Executive shall determine which method shall be reduced in followed, provided that if the following order: (1) cash payments not subject Executive fails to Section 409A make such determination within forty-five days after the Employers have sent him written notice of the Code; (2) cash payments subject need for such reduction, the Employers may determine the method of such reduction in their sole discretion. 6.2 If any dispute between the Employers and the Executive as to Section 409A any of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is amounts to be made over time (e.g.determined under this Section 6 or the method of calculating such amounts cannot be resolved by the Employers and the Executive, either party after giving three days written notice to the other, may refer the dispute to a partner in installments, etc.), then a Massachusetts office of a firm of independent certified public accountants selected jointly by the payments Employers and the Executive. The determination of such partner as to the amounts to be determined under Section 6.1 and the method of calculating such amounts shall be reduced in reverse chronological orderfinal and binding on both the Employers and the Executive. As promptly as practicable following The Employers shall bear the costs of any such determination and election hereunder, determination. 6.3 The Executive confirms that he is aware of the Company shall pay fact that the Federal Deposit Insurance Corporation has the power to or distribute preclude the Bank from making payments to the Employee such amounts as are then due to the Employee Executive under this AgreementAgreement 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. (a) It is the intention of the Employee Executive and of the Company that no payments by the Company 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 Company by reason of the operation of Section 280G of the Internal Revenue Code of 19861986 , as amended (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 Company, such payments shall be reduced to the maximum amount which can be deducted by the Company. 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 Company with interest thereon at the applicable federal rate Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order that than no such payments shall be non-deductible to the Company 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 payments and benefits Executive shall determine which method shall be reduced in followed, provided that if the following order: (1) cash payments not subject Executive fails to Section 409A make such determination within 45 days after the Company has sent him written notice of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order. As promptly as practicable following need for such determination and election hereunderreduction, the Company shall pay may determine the method of such reduction in its sole discretion. (b) If any dispute between the Company and the Executive as to any of the amounts to be determined under this Section 3, or distribute the method of calculating such amounts, cannot be resolved by the Company and the Executive, either the Company or the Executive after giving three days written notice to the Employee other, may refer the dispute to a partner in the Boston office of a firm of independent certified public accountants selected jointly by the Company and the Executive. The determination of such partner as to the amount to be determined under Section 3(a) and the method of calculating such amounts as are then due to shall be final and binding on both the Employee under this AgreementCompany and the Executive. The Company shall bear the costs of any such determination.

Limitation on Benefits. It is the intention of the Employee and of the Company that no payments by the Company 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 nondeductible to the Company by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (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 Company, such payments shall be reduced to the maximum amount which can be deducted by the Company. 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 Company 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 that no such payments shall be non-deductible to the Company 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 payments and benefits Employee shall determine which method shall be reduced in followed, provided that if the following order: Employee fails to make such determination within ten (110) cash payments not subject to Section 409A days after the Company has sent the Employee written notice of the Code; (2) cash payments subject to Section 409A need for such reduction, the Company may determine the method of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., such reduction in installments, etc.), then the payments shall be reduced in reverse chronological orderits sole discretion. As promptly as practicable following such determination and election hereunder, the Company shall pay to or distribute to the Employee such amounts as are then due to the Employee under this Agreement.

Limitation on Benefits. It is the intention of the Employee Executive and of the Company Employers that no payments by the Company Employers to or for the benefit of the Employee Executive under this Agreement 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 Company Employers by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (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 CompanyEmployers, such payments shall be reduced to the maximum amount which can be deducted by the CompanyEmployers. 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 Company Employers with interest thereon at the applicable federal rate Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order that no such payments shall be non-deductible to the Company 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 payments and benefits Executive shall determine which method shall be reduced in followed, provided that if the following order: (1) cash payments not subject Executive fails to Section 409A make such determination within forty-five days after the Employers have sent the Executive written notice of the Code; (2) cash payments subject need for such reduction, the Employers may determine the method of such reduction in their sole discretion. If any dispute between the Employers and the Executive as to Section 409A any of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is amounts to be made over time (e.g.determined under this Section 6 or the method of calculating such amounts cannot be resolved by the Employers and the Executive, either party after giving three days written notice to the other, may refer the dispute to a partner in installments, etc.), then a Massachusetts office of a firm of independent certified public accountants selected jointly by the payments Employers and the Executive. The determination of such partner as to the amounts to be determined under Section 6.1 and the method of calculating such amounts shall be reduced in reverse chronological orderfinal and binding on both the Employers and the Executive. As promptly as practicable following The Employers shall bear the costs of any such determination and election hereunder, the Company shall pay to or distribute to the Employee such amounts as are then due to the Employee under this Agreementdetermination.

Limitation on Benefits. It is the intention of the Employee and of the Company that no payments by the Company 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 deductable to the Company by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (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 Company, such payments shall be reduced to the maximum amount which can be deducted by the Company. 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 Company 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 that no such payments shall be non-deductible to the Company 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 payments and benefits Employee shall determine which method shall be reduced in followed, provided that if the following order: Employee fails to make such determination within ten (110) cash payments not subject to Section 409A days after the Company has sent the Employee written notice of the Code; (2) cash payments subject to Section 409A need for such reduction, the Company may determine the method of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., such reduction in installments, etc.), then the payments shall be reduced in reverse chronological orderits sole discretion. As promptly as practicable following such determination and election hereunder, the Company shall pay to or distribute to the Employee such amounts as are then due to the Employee under this Agreement.

Limitation on Benefits. It is the intention of the Employee and of the Company that no payments by the Company to or for the benefit of the Employee under this Agreement or any other agreement or of plan pursuant to which he is entitled to receive payments or benefits shall be non-deductible to the Company by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), relating to parachute payments. Accordingly, and an 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 Company, such payments shall be reduced to the maximum amount which can be deducted by the Company. 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 Company 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 that no such payments shall be non-deductible to the Company 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 payments and benefits Employee shall determine which method shall be reduced in followed, provided that if the following order: Employee fails to make such determination within ten (110) cash payments not subject to Section 409A days after the Company has sent the Employee written notice of the Code; (2) cash payments subject to Section 409A need for such reduction, the Company may determine the method of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., such reduction in installments, etc.), then the payments shall be reduced in reverse chronological orderits sole discretion. As promptly as practicable following such determination and election hereunder, the Company shall pay to or distribute to the Employee such amounts as are then due to the Employee under this Agreement.

Limitation on Benefits. It is the intention of the Employee and of the Company that no payments by the Company 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 Company by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (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 Company, such payments shall be reduced to the maximum amount which can be deducted by the Company. 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 Company 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 that no such payments shall be non-deductible to the Company 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 payments and benefits Employee shall determine which method shall be reduced in followed, provided that if the following order: Employee fails to make such determination within ten (110) cash payments not subject to Section 409A days after the Company has sent the Employee written notice of the Code; (2) cash payments subject to Section 409A need for such reduction, the Company may determine the method of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., such reduction in installments, etc.), then the payments shall be reduced in reverse chronological orderits sole discretion. As promptly as practicable following such determination and election hereunder, the Company shall pay to or distribute to the Employee such amounts as are then due to the Employee under this Agreement.

Limitation on Benefits. (a) It is the intention of the Employee Executive and of the Company Bank that no payments by the Company 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 Company Bank by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (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 plan, if by reason of the operation of said Section 280G, any such payments exceed the amount which can be deducted by the CompanyBank, such payments shall be reduced to the maximum amount which can be deducted by the CompanyBank. 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 Company Bank with interest thereon at the applicable federal rate Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order that than no such payments shall be non-deductible to the Company 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 payments and benefits Executive shall determine which method shall be reduced followed, provided that if the Executive fails to make such determination within forty-five days after the Bank has sent him written notice of the need for such reduction, the Bank may determine the method of such reduction in its sole discretion. (b) If any dispute between the Bank and the Executive as to any of the amounts to be determined under this Section 5, or the method of calculating such amounts, cannot be resolved by the Bank and the Executive, either the Bank or the Executive after giving three days written notice to the other, may refer the dispute to a partner in the following order: (1) cash payments not subject Boston office of a firm of independent certified public accountants selected jointly by the Bank and the Executive. The determination of such partner as to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is amount to be made over time (e.g., in installments, etc.), then determined under Section 5(a) and the payments method of calculating such amounts shall be reduced in reverse chronological orderfinal and binding on both the Bank and the Executive. As promptly as practicable following The Bank shall bear the costs of any such determination and election hereunder, the Company shall pay to or distribute to the Employee such amounts as are then due to the Employee under this Agreementdetermination.