Common use of Limits on Payments Clause in Contracts

Limits on Payments. In no event shall the payments described in paragraphs 7(c) and 7(d) exceed the amount permitted by Section 280G of the Internal Revenue Code (as amended). Therefore, with respect to the payment(s) described in paragraphs 7(c) and 7(d) only, if the aggregate present value (determined as of the date of the Change of Control in accordance with the provisions of Section 280G of the Internal Revenue Code [as amended] or any successor thereof and the regulations and rulings thereunder ["Section 280G"]) of the Severance Amount would result in a parachute payment (as determined under Section 280G), then the Severance Amount shall not be greater than an amount equal to 2.99 multiplied by Executive's base amount (as determined under Section 280G) for the base period (as determined under Section 280G). In the event the Severance Amount is required to be reduced pursuant to this paragraph 7(f), Executive shall be entitled to determine which portions of the Severance Amount are to be reduced so that the Severance Amount satisfies the limit set forth in the preceding sentence. Executive's average annual compensation shall be based on the most recent five taxable years ending before the Change of Control (or the period during which Executive was employed by Employers if Executive has been employed by Employers for less than five years). Should Executive be assessed any excise tax as a result of any payment of the Severance Amount that complies with Section 280G, Employers shall pay all such assessed excise taxes, but shall pay no other taxes assessed against Executive as a result of the payment of the Severance Amount.

Limits on Payments. In no event shall the payments described in paragraphs 7(c) and 7(d) this Section 7 exceed the amount permitted to be deducted by the Company under Section 280G of the Internal Revenue Code (Code, as amended, or any successor thereof and the regulations and rulings thereunder (“Section 280G”). Therefore, with respect to the payment(s) described in paragraphs 7(c) and 7(dthis Section 7 (the “Severance Amount”) only, if the aggregate present value (determined as of the date of the Change of Control in accordance with the provisions of Section 280G of the Internal Revenue Code [as amended] or any successor thereof and the regulations and rulings thereunder ["Section 280G"],) of the Severance Amount would result in a parachute payment (as determined under Section 280G), then the Severance Amount shall not be greater than an amount equal to 2.99 multiplied by the Executive's ’s base amount (as determined under Section 280G) for the base period (as determined under Section 280G). In the event the Severance Amount is required to be reduced pursuant to this paragraph 7(fSection 7(i), the Executive shall be entitled to determine which portions of the Severance Amount are to be reduced so that the Severance Amount satisfies the limit set forth in the preceding sentence. Executive's average annual compensation shall be based on Should the most recent five taxable years ending before the Change of Control (or the period during which Executive was employed by Employers if Executive has been employed by Employers for less than five years). Should Executive be assessed any excise tax as a result of any payment of the Severance Amount that complies with is not deemed a parachute payment under Section 280G, Employers the Company shall pay all such assessed excise taxes, but shall pay no other taxes assessed against the Executive as a result of the payment of the Severance Amount.

Limits on Payments. In no event shall the payments described in paragraphs 7(c) and 7(d) exceed the amount permitted by Section 280G of the Internal Revenue Code (as amended). Therefore, with respect to the payment(s) described in paragraphs 7(c) and 7(d) only, if the aggregate present value (determined as of the date of the Change of Control in accordance with the provisions of Section 280G of the Internal Revenue Code [as amended] or any successor thereof and the regulations and rulings thereunder ["Section 280G"]) of the Severance Amount would result in a parachute payment (as determined under Section 280G), then the Severance Amount shall not be greater than an amount equal to 2.99 multiplied by Executive's base amount (as determined under Section 280G) for the base period (as determined under Section 280G). In the event the Severance Amount is required to be reduced pursuant to this paragraph 7(f), Executive shall be entitled to determine which portions of the Severance Amount are to be reduced so that the Severance Amount satisfies the limit set forth in the preceding sentence. Executive's average annual compensation shall be based on the most recent five taxable years ending before the Change of Control (or the period during which Executive was employed by Employers Employer if Executive has been employed by Employers Employer for less than five years). Should Executive be assessed any excise tax as a result of any payment of the Severance Amount that complies with Section 280G, Employers Employer shall pay all such assessed excise taxes, but shall pay no other taxes assessed against Executive as a result of the payment of the Severance Amount.

Limits on Payments. In no event shall the payments payment described in paragraphs paragraph 7(c) and 7(d) exceed the amount permitted by Section 280G of the Internal Revenue Code (as amended). Therefore, with respect to the payment(s) described in paragraphs paragraph 7(c) and 7(d) only, if the aggregate present value (determined as of the date of the Change of Control in accordance with the provisions of Section 280G of the Internal Revenue Code [as amended] or any successor thereof and the regulations and rulings thereunder ["Section 280G"]) of the Severance Amount would result in a parachute payment (as determined under Section 280G), then the Severance Amount shall not be greater than an amount equal to 2.99 multiplied by Executive's base amount (as determined under Section 280G) for the base period (as determined under Section 280G). In the event the Severance Amount is required to be reduced pursuant to this paragraph 7(f7(d), Executive shall be entitled to determine which portions of the Severance Amount are to be reduced so that the Severance Amount satisfies the limit set forth in the preceding sentence. Executive's average annual compensation shall be based on the most recent five taxable years ending before the Change of Control (or the period during which Executive was employed by Employers the Bank if Executive has been employed by Employers the Bank for less than five years). Should Executive be assessed any excise tax as a result of any payment of the Severance Amount that complies with Section 280G, Employers the Bank shall pay all such assessed excise taxes, but shall pay no other taxes assessed against Executive as a result of the payment of the Severance Amount.

Limits on Payments. In no event shall the payments payment(s) described ------------------ in paragraphs 7(c) and 7(dor (d) exceed the amount permitted by Section 280G of the Internal Revenue Code (as amended). Therefore, with respect to the payment(s) described in paragraphs 7(c) and 7(d) only, if the aggregate present value (determined as of the date of the Change of Control in accordance with the provisions of Section 280G of the Internal Revenue Code [as amended] or any successor thereof and the regulations and rulings thereunder ["Section 280G"]) of both the Severance Amount and all other payments to Employee in the nature of compensation which are contingent on a change in ownership or effective control of Employers or in the ownership of a substantial portion of the assets of Employers (the "Aggregate Severance") would result in a parachute payment (as determined under Section 280G), ) then the Aggregate Severance Amount shall not be greater than an amount equal to 2.99 multiplied by ExecutiveEmployee's base amount (as determined under Section 280G) for the base period (as determined under Section 280G). In the event the Aggregate Severance Amount is required to be reduced pursuant to this paragraph 7(f), Executive Employee shall be entitled to determine which portions of the Aggregate Severance Amount are to be reduced so that the Aggregate Severance Amount satisfies the limit set forth in the preceding sentence. ExecutiveEmployee's average annual compensation shall be based on the most recent five taxable years ending before the Change of Control (or the period during which Executive Employee was employed by Employers if Executive Employee has been employed by Employers for less than five years). Should Executive Employee be assessed any excise tax as a result of any the payment of the Aggregate Severance Amount that complies with Section 280G, Employers shall pay all such assessed excise taxes, but shall pay no other taxes assessed against Executive Employee as a result of the payment of the Severance AmountAggregate Severance.

Limits on Payments. In no event shall the payments payment(s) described in ------------------ paragraphs 7(c), (d) and 7(dor (e) exceed the amount permitted by Section 280G of the Internal Revenue Code (as amended). Therefore, with respect to the payment(s) described in paragraphs 7(c) and 7(d) only, if the aggregate present value (determined as of the date of the Change of Control in accordance with the provisions of Section 280G of the Internal Revenue Code [as amended] or any successor thereof and the regulations and rulings thereunder ["Section 280G"]) of both the Severance Amount and all other payments to Employee in the nature of compensation which are contingent on a change in ownership or effective control of Employers or in the ownership of a substantial portion of the assets of Employers (the "Aggregate Severance") would result in a parachute payment (as determined under Section 280G), ) then the Aggregate Severance Amount shall not be greater than an amount equal to 2.99 multiplied by ExecutiveEmployee's base amount (as determined under Section 280G) for the base period (as determined under Section 280G). In the event the Aggregate Severance Amount is required to be reduced pursuant to this paragraph 7(f), Executive Employee shall be entitled to determine which portions of the Aggregate Severance Amount are to be reduced so that the Aggregate Severance Amount satisfies the limit set forth in the preceding sentence. ExecutiveEmployee's average annual compensation shall be based on the most recent five taxable years ending before the Change of Control (or the period during which Executive Employee was employed by Employers if Executive Employee has been employed by Employers for less than five years). Should Executive Employee be assessed any excise tax as a result of any the payment of the Aggregate Severance Amount that complies with Section 280G, Employers shall pay all such assessed excise taxes, but shall pay no other taxes assessed against Executive Employee as a result of the payment of the Severance AmountAggregate Severance.

Limits on Payments. In no event shall the payments payment described in paragraphs paragraph 7(c) and 7(d) exceed the amount permitted by Section 280G of the Internal Revenue Code (as amended). Therefore, with respect to the payment(s) described in paragraphs paragraph 7(c) and 7(d) only, if the aggregate present value (determined as of the date of the Change of Control in accordance with the provisions of Section 280G of the Internal Revenue Code [(as amended] ) or any successor thereof and the regulations and rulings thereunder [("Section 280G"]) of the Severance Amount would result in a parachute payment (as determined under Section 280G), then the Severance Amount shall not be greater than an amount equal to 2.99 multiplied by Executive's base amount (as determined under Section 280G) for the base period (as determined under Section 280G). In the event the Severance Amount is required to be reduced pursuant to this paragraph 7(f7(d), Executive shall be entitled to determine which portions of the Severance Amount are to be reduced so that the Severance Amount satisfies the limit set forth in the preceding sentence. Executive's average annual compensation shall be based on the most recent five taxable years ending before the Change of Control (or the period during which Executive was employed by Employers the Bank if Executive has been employed by Employers the Bank for less than five years). Should Executive be assessed any excise tax as a result of any payment of the Severance Amount that complies with Section 280G, Employers the Bank shall pay all such assessed excise taxes, but shall pay no other taxes assessed against Executive as a result of the payment of the Severance Amount.