Common use of Section 280G Benefits Reduction Clause in Contracts

Section 280G Benefits Reduction. The Executive acknowledges and agrees that the parties have entered into this Agreement based upon certain financial and tax accounting assumptions. Accordingly, with full knowledge of the potential consequences the Executive agrees that, notwithstanding anything contained herein to the contrary, in the event that any payment or benefit received or to be received by the Executive, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer (together with the Executive Benefits, the "Total Payments"), will not be deductible (in whole or in part) as a result of Code Section 280G or other applicable provisions of the Code, the Total Payments shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G or such other applicable provisions of the Code. For purposes of this limitation: (a) No portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of any future Executive Benefits payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (c) Any reduction of the Total Payments shall be applied to reduce any payment or benefit received or to be received by the Executive pursuant to the terms of this Agreement and any other plan, arrangement or agreement with the Employer in the order determined by mutual agreement of the Employer and the Executive; (d) Future payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (b) above; and (e) The value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by independent auditors selected by the Employer and acceptable to the Executive in accordance with the principles of Section 280G of the Code.

Section 280G Benefits Reduction. The Executive Director acknowledges and agrees that the parties have entered into this Agreement based upon certain financial and tax accounting assumptions. Accordingly, with full knowledge of the potential consequences the Executive Director agrees that, notwithstanding anything contained herein to the contrary, in the event that any payment or benefit received or to be received by the ExecutiveDirector, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer Bank (together with the Executive Director Benefits, the "Total Payments"), will not be deductible (in whole or in part) as a result of Code Section 280G or other applicable provisions of the Code, the Total Payments shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G or such other applicable provisions of the Code. For purposes of this limitation: (a) No portion of the Total Payments, the receipt or enjoyment of which the Executive Director shall have effectively waived in writing prior to the date of payment of any future Executive Director Benefits payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer Bank and acceptable to the ExecutiveDirector, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (c) Any reduction of the Total Payments shall be applied to reduce any payment or benefit received or to be received by the Executive Director pursuant to the terms of this Agreement and any other plan, arrangement or agreement with the Employer Bank in the order determined by mutual agreement of the Employer Bank and the ExecutiveDirector; (d) Future payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (b) above; and (e) The value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by independent auditors selected by the Employer Bank and acceptable to the Executive Director in accordance with the principles of Section 280G of the Code.

Section 280G Benefits Reduction. The Executive Director acknowledges and agrees that the parties have entered into this Agreement based upon certain financial and tax accounting assumptions. Accordingly, with full fill knowledge of the potential consequences the Executive Director agrees that, notwithstanding anything contained herein to the contrary, in the event that any payment or benefit received or to be received by the ExecutiveDirector, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer Bank (together with the Executive Director Benefits, the "“Total Payments"”), will not be deductible (in whole or in part) as a result of Code Section 280G or other applicable provisions of the Code, the Total Payments shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G or such other applicable provisions of the Code. For purposes of this limitation: (a) No portion of the Total Payments, the receipt or enjoyment of which the Executive Director shall have effectively waived in writing prior to the date of payment of any future Executive fixture Director Benefits payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer Bank and acceptable to the ExecutiveDirector, does not constitute a "“parachute payment" ” within the meaning of Section 280G of the Code; (c) Any reduction of the Total Payments shall be applied to reduce any payment or benefit received or to be received by the Executive Director pursuant to the terms of this Agreement and any other plan, arrangement or agreement with the Employer Bank in the order determined by mutual agreement of the Employer Bank and the ExecutiveDirector; (d) Future payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (b) above; and (e) The value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by independent auditors selected by the Employer Bank and acceptable to the Executive Director in accordance with the principles of Section 280G of the Code.

Section 280G Benefits Reduction. The Executive Director acknowledges and agrees that the parties have entered into this Agreement based upon certain financial and tax accounting assumptions. Accordingly, with full knowledge of the potential consequences the Executive Director agrees that, notwithstanding anything contained herein to the contrary, in the event that any payment or benefit received or to be received by the ExecutiveDirector, whether payable pursuant to the terms temps of this Agreement or any other plan, arrangement or agreement with the Employer Bank (together with the Executive Director Benefits, the "“Total Payments"”), will not be deductible (in whole or in part) as a result of Code Section 280G or other applicable provisions of the Code, the Total Payments shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G or such other applicable provisions of the Code. For purposes of this limitation: (a) No portion of the Total Payments, the receipt or enjoyment of which the Executive Director shall have effectively waived in writing prior to the date of payment of any future Executive Director Benefits payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer Bank and acceptable to the ExecutiveDirector, does not constitute a "“parachute payment" ” within the meaning of Section 280G of the Code; (c) Any reduction of the Total Payments shall be applied to reduce any payment or benefit received or to be received by the Executive Director pursuant to the terms of this Agreement and any other plan, arrangement or agreement with the Employer Bank in the order determined by mutual agreement of the Employer Bank and the ExecutiveDirector; (d) Future payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (b) above; and (e) The value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by independent auditors selected by the Employer Bank and acceptable to the Executive Director in accordance with the principles of Section 280G of the Code.

Section 280G Benefits Reduction. The Executive Director acknowledges and agrees that the parties have entered into this Agreement based upon certain financial and tax accounting assumptions. Accordingly, with full knowledge of the potential consequences the Executive Director agrees that, notwithstanding anything contained herein to the contrary, in the event that any payment or benefit received or to be received by the ExecutiveDirector, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer Bank (together with the Executive Director Benefits, the "“Total Payments"”), will not be deductible (in whole or in part) as a result of Code Section 280G 2800 or other applicable provisions of the Code, the Total Payments shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G or such other applicable provisions of the Code. For purposes of this limitation: (a) No portion of the Total Payments, the receipt or enjoyment of which the Executive Director shall have effectively waived in writing prior to the date of payment of any future Executive Director Benefits payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer Bank and acceptable to the ExecutiveDirector, does not constitute a "“parachute payment" ” within the meaning of Section 280G 2800 of the Code; (c) Any reduction of the Total Payments shall be applied to reduce any payment or benefit received or to be received by the Executive Director pursuant to the terms of this Agreement and any other plan, arrangement or agreement with the Employer Bank in the order determined by mutual agreement of the Employer Bank and the ExecutiveDirector; (d) Future payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G 2800 of the Code, in the opinion of tax counsel referred to in clause (b) above; and (e) The value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by independent auditors selected by the Employer Bank and acceptable to the Executive Director in accordance with the principles of Section 280G 2800 of the Code.

Section 280G Benefits Reduction. The Executive Director acknowledges and agrees that the parties have entered into this Agreement based upon certain financial and tax accounting assumptions. Accordingly, with full knowledge of the potential consequences the Executive Director agrees that, notwithstanding anything contained herein to the contrary, in the event that any payment or benefit received or to be received by the ExecutiveDirector, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer Bank (together with the Executive Director Benefits, the "“Total Payments"”), will not be deductible (in whole or in part) as a result of Code Section 280G or other applicable provisions of the Code, the Total Payments shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G or such other applicable provisions of the Code. For purposes of this limitation: (a) No portion of the Total Payments, the receipt or enjoyment of which the Executive Director shall have effectively waived in writing prior to the date of payment of any future Executive Director Benefits payments, shall be taken into account; (b) No portion of f the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer Bank and acceptable to the ExecutiveDirector, does not constitute a "“parachute payment" ” within the meaning of Section 280G of the Code; (c) Any reduction of the Total Payments shall be applied to reduce any payment or benefit received or to be received by the Executive Director pursuant to the terms of this Agreement and any other plan, arrangement or agreement with the Employer Bank in the order determined by mutual agreement of the Employer Bank and the ExecutiveDirector; (d) Future payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in an their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (b) above; and (e) The value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by independent auditors selected by the Employer Bank and acceptable to the Executive Director in accordance with the principles of Section 280G of the Code.

Section 280G Benefits Reduction. The Executive Director acknowledges and agrees that the parties have entered into this Agreement based upon certain financial and tax accounting assumptions. Accordingly, with full knowledge of the potential consequences the Executive Director agrees that, notwithstanding anything contained herein to the contrary, in the event that any payment or benefit received or to be received by the ExecutiveDirector, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer Bank (together with the Executive Director Benefits, the "“Total Payments"”), will not be deductible (in whole or in part) as a result of Code Section 280G or other applicable provisions of the Code, the Total Payments shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G or such other applicable provisions of the Code. For purposes of this limitation: (a) No portion of the Total Payments, the receipt or enjoyment of which the Executive Director shall have effectively waived in writing prior to the date of payment of any future Executive Director Benefits payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer Bank and acceptable to the ExecutiveDirector, does not constitute a "“parachute payment" ” within the meaning of Section 280G of the Code; (c) Any reduction of the Total Payments shall be applied to reduce any payment or benefit received or to be received by the Executive Director pursuant to the terms of this Agreement and any other plan, arrangement or agreement with the Employer Bank in the order determined by mutual agreement of the Employer Bank and the Executive;Director, (d) Future payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (b) above; and (e) The value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by independent auditors selected by the Employer Bank and acceptable to the Executive Director in accordance with the principles of Section 280G of the Code.

Section 280G Benefits Reduction. The Executive Director acknowledges and agrees that the parties have entered into this Agreement based upon certain financial and tax accounting assumptions. Accordingly, with full knowledge of the potential consequences the Executive Director agrees that, that notwithstanding anything contained herein to the contrary, in the event that any payment or benefit received or to be received by the ExecutiveDirector, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer Bank (together with the Executive Director Benefits, the "“Total Payments"’), will not be deductible (in whole or in part) as a result of Code Section 280G or other applicable provisions of the Code, the Total Payments shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G or such other applicable provisions of the Code. For purposes of this limitation: (a) No portion of the Total Payments, the receipt or enjoyment of which the Executive Director shall have effectively waived in writing prior to the date of payment of any future Executive Director Benefits payments, shall be taken into account; (b) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer Bank and acceptable to the ExecutiveDirector, does not constitute a "“parachute payment" ” within the meaning of Section 280G of the Code; (c) Any reduction of the Total Payments shall be applied to reduce any payment or benefit received or to be received by the Executive Director pursuant to the terms of this Agreement and any other plan, arrangement or agreement with the Employer Bank in the order determined by mutual agreement of the Employer Bank and the ExecutiveDirector; (d) Future payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b) above in their entirety) constitute reasonable compensation for services actually rendered within the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (b) above; and (e) The value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by independent auditors selected by the Employer Bank and acceptable to the Executive Director in accordance with the principles of Section 280G of the Code.