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 Employers, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers 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 Employers under Section 5 being non-deductible to the Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 counsel selected by the Employers’ independent public accountants and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 EmployersBank or the Corporation, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers Bank under Section 5 being non-deductible to the Employers Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. In no event shall the payments and benefits payable under Section 5 exceed three times the Executive’s average taxable compensation from the Bank for the five calendar years 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 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 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 Employers’ independent public accountants Bank and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the 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. 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 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersBank, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers 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 Employers Bank under Section 5 being non-deductible to the Employers Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 counsel selected by the Employers’ Bank’s independent public accountants and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the Employers 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 3 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersEmployer and the Corporation or their successors, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Employer pursuant to Section 5 3 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 Employers Employer under Section 5 3 being non-deductible non‑deductible to the Employers Employer 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 3 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the insurance benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 3 shall be based upon the opinion of independent tax counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. Nothing contained herein in this Section 4 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 64, 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 EmployersCorporation or the Bank, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers Bank under Section 5 being non-deductible to the Employers Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. In no event shall the payments and benefits payable under Section 5 exceed three times the Executive’s average taxable income from the Bank for the five calendar years 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 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 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 Employers’ independent public accountants Bank and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the 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. 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 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersBank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers 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 Employers Bank under Section 5 being non-deductible to the Employers 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 a maximum of 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 Employers’ Bank's independent public accountants and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the Employers 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 EmployersEmployer and the Corporation, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Employer 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 Employers Employer under Section 5 being non-deductible to the Employers Employer 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 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 Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. 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 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersEmployer, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Employer 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 Employers under Section 5 being non-deductible to the Employers Employer 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 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 Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty ten (3010) 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 payment pursuant to Section 5 5(d) hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits amount payable by the Employers pursuant to Section 5 5(d) 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 amount payable by the Employers under Section 5 5(d) being non-deductible to the Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made amount payable pursuant to Section 5 5(d) shall be based upon the opinion of independent tax counsel selected by the Employers’ independent public accountants Employers and paid for by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty ten (3010) 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 payment specified in Section 5 5(d) below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 5 3 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, Employers would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers pursuant to Section 5 3 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 Employers under Section 5 3 being non-deductible to either of the Employers 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 3 are required to be reduced, then the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 3 shall be based upon the opinion of independent tax counsel selected by the Employers’ independent public accountants Employers and paid for by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty ten (3010) 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 64, 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 EmployersEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers Employer 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 Employers under Section 5 being non-deductible to the Employers Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the Employers Employer 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 2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers pursuant to Section 5 2 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 Employers under Section 5 2 being non-deductible to the 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 present value of the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's Annual Compensation, subject to reduction as provided 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 counsel selected by the Employers’ ' independent public accountants and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 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 2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers Employer pursuant to Section 5 2 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 Employers under Section 5 2 being non-deductible to the Employers Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the Employers Employer 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 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 EmployersEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers Employer 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 Employers Employer under Section 5 being non-deductible to the Employers Employer 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 to the Executive upon termination shall be limited to three times the Executive's Average Annual Compensation. 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 counsel selected by the Employers’ Employer's independent public accountants and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the Employers Employer 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 2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers pursuant to Section 5 2 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 Employers under Section 5 2 being non-deductible to either of the Employers 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 2 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. 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 Employers’ independent public accountants Employers and paid for by the Employers. Such counsel shall be reasonably acceptable to the 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. Nothing contained herein in this Section 3 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 pursuant to Section 62 hereof, 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 3 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersEmployer and the Corporation, would constitute a “"parachute payment” " under Section 280G of the Code, then the payments and benefits payable by the Employers Employer pursuant to Section 5 3 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 Employers Employer under Section 5 3 being non-deductible non‑deductible to the Employers Employer 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 3 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 3 shall be based upon the opinion of independent tax counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. Nothing contained herein in this Section 4 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 64, 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 Employers, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers Bank under Section 5 being non-deductible to the Employers 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 determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent counsel selected by the Employers’ independent public accountants Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers 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 6 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersBank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers Bank pursuant to Section 5 6 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 Employers Bank under Section 5 6 being non-deductible to the Employers Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 6 shall be based upon the opinion of independent counsel selected by the Employers’ Bank's independent public accountants and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the Employers 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 67, or a reduction in the payments and benefits specified in Section 5 6 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 5 7 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersCompany, would constitute a “"parachute payment” " under Section 280G of the Code, then the payments and benefits payable by the Employers Company pursuant to Section 5 7 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 Employers under Section 5 7 being non-deductible to the Employers Company 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 7 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 7 shall be based upon the opinion of independent tax counsel selected by the Employers’ independent public accountants Company and paid by the EmployersCompany. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty ten (3010) days from the Date Event 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 68, or a reduction in the payments and benefits specified in Section 5 7 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 5 3 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers pursuant to Section 5 3 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 Employers under Section 5 3 being non-deductible to the Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 3 shall be based upon the opinion of independent counsel selected by the Employers’ ' independent public accountants and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 64, 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 EmployersAssociation, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers Association 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 Employers Association under Section 5 being non-deductible to the Employers Association pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 counsel selected by the Employers’ Association's independent public accountants and paid by the EmployersAssociation. Such counsel shall be reasonably acceptable to the Employers Association 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 3 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersEmployer and the Corporation or their successors, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Employer pursuant to Section 5 3 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 Employers Employer under Section 5 3 being non-deductible to the Employers Employer 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 3 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the insurance benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 3 shall be based upon the opinion of independent tax counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. Nothing contained herein in this Section 4 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 64, 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 Employers, would constitute a “"parachute payment” " under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers under Section 5 being non-deductible non‑deductible to the Employers 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 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 Employers’ independent public accountants Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 6 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers pursuant to Section 5 6 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 Employers under Section 5 6 being non-deductible to the Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 6 shall be based upon the opinion of independent counsel selected by the Employers’ ' independent public accountants and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 67, or a reduction in the payments and benefits specified in Section 5 6 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 Employers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers 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 Employers under Section 5 being non-deductible to the 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 present value of the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive's Average Annual Compensation. 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 counsel selected by the Employers’ ' independent public accountants and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers pursuant to Section 5 2 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 Employers under Section 5 2 being non-deductible to the Employers 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 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits to be provided in kind. 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 counsel selected by the Employers’ independent public accountants Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. Nothing contained herein in this Section 3 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 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 EmployersEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, then the payments and benefits payable by the Employers Employer 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 Employers under Section 5 being non-deductible to the Employers Employer 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 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 Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. 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 3 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, Employers would constitute a “"parachute payment” " under Section 280G of the Code, then the payments and benefits payable by the Employers pursuant to Section 5 3 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 Employers under Section 5 3 being non-deductible to either of the Employers 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 3 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 3 shall be based upon the opinion of independent tax counsel selected by the Employers’ independent public accountants Employers and paid for by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 pursuant to Section 63 hereof, 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 EmployersBank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers Bank pursuant to Section 5 hereof shall be reduced, in the manner determined by 7 7 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 Employers Bank under Section 5 being non-deductible to the Employers 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 a maximum of 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 Employers’ Bank's independent public accountants and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the Employers 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 3 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers pursuant to Section 5 3 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 Employers under Section 5 3 being non-deductible to the Employers 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 3 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 3 shall be based upon the opinion of independent counsel selected by the Employers’ independent public accountants Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. Nothing contained herein in this Section 4 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 64, 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 EmployersEmployer and its affiliates, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Employer 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 Employers Employer under Section 5 being non-deductible to the Employers Employer 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 determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. 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 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersBank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers 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 Employers Bank under Section 5 being non-deductible to the Employers Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under 7 7 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 a maximum of 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 Employers’ Bank's independent public accountants and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the Employers 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 2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “"parachute payment” " under Section 280G of the Code, then the payments and benefits payable by the Employers pursuant to Section 5 2 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 Employers under Section 5 2 being non-deductible to either of the Employers 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 2 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. 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 Employers’ independent public accountants Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. Nothing contained herein in this Section 3 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 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 EmployersCorporation or the Bank, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers Bank under Section 5 being non-deductible to the Employers 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 determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent counsel selected by the Employers’ independent public accountants Bank and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the 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. 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 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “"parachute payment” " under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers under Section 5 being non-deductible to the Employers 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 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 Employers’ independent public accountants Employers and paid for by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 Employers, would constitute a “"parachute payment” " under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers under Section 5 being non-deductible to either of the Employers 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 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 Employers’ independent public accountants Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersAssociation, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Association 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 Employers Association under Section 5 being non-deductible to the Employers Association pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. In no event shall the payments and benefits payable under Section 5 exceed three times the Executive’s average taxable income from the Association for the five calendar years 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 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 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 Employers’ independent public accountants Association and paid by the EmployersAssociation. Such counsel shall be reasonably acceptable to the 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. 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 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersEmployer, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers Employer 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 Employers Employer under Section 5 being non-deductible to the Employers Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 counsel selected by the Employers’ Employer’s independent public accountants and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the Employers Employer 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 2 hereof, either alone or together with other payments and benefits which the Executive Officer has the right to receive from the EmployersEmployer and its affiliates, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Employer pursuant to Section 5 2 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 Employers Employer under Section 5 2 being non-deductible to the Employers Employer 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 2 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. 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 counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. Nothing contained herein in this Section 3 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. (a) If the payments and benefits pursuant to Section 5 5(c) hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, Xxxxxxx Valley, First Financial or any of their affiliates, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers pursuant to Section 5 5(c) hereof shall be reduced, in the manner determined by the Executive, by the minimum amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Employers under Section 5 5(c) being non-deductible to the Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 5(c) shall be based upon the opinion of independent counsel selected by the Employers’ independent public accountants Employers and paid for by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 66(a), or a reduction in the payments and benefits specified in Section 5 5(c) 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 EmployersBank and/or the Corporation, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers Bank under Section 5 being non-deductible to the Employers Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. In no event shall the payments and benefits payable under Section 5 exceed three times the Executive’s average taxable income from the Bank for the five calendar years 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 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 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 Employers’ independent public accountants Bank and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the 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. 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 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersBank, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers 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 Employers Bank under Section 5 being non-deductible to the Employers Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 counsel selected by the Employers’ Bank's independent public accountants and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the Employers 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 EmployersBank, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers Bank under Section 5 being non-deductible to the Employers 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 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 Employers’ independent public accountants Bank and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the 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. 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 EmployersBank, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers Bank under Section 5 being non-deductible to the Employers Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. In no event shall the payments and benefits payable under Section 5 exceed three times the Executive’s average taxable income from the Bank for the five calendar years 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 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 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 Employers’ independent public accountants Bank and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the 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. 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 3 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersEmployer and the Corporation, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Employer pursuant to Section 5 3 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 Employers Employer under Section 5 3 being non-deductible to the Employers Employer 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 3 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 3 shall be based upon the opinion of independent tax counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. Nothing contained herein in this Section 4 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 64, 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 2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, Employers would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers pursuant to Section 5 2 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 Employers under Section 5 2 being non-deductible to either of the Employers 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 2 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. 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 Employers’ independent public accountants Employers and paid for by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 pursuant to Section 62 hereof, 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 EmployersEmployer and the Corporation, would constitute a “"parachute payment” " under Section 280G of the Code, then the payments and benefits payable by the Employers Employer 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 Employers Employer under Section 5 being non-deductible non‑deductible to the Employers Employer 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 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 Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. 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 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersAssociation or the Corporation, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Association 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 Employers Association under Section 5 being non-deductible to the Employers Association pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. In no event shall the payments and benefits payable under Section 5 exceed three times the Executive’s average taxable income from the Association for the five calendar years 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 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 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 Employers’ independent public accountants Association and paid by the EmployersAssociation. Such counsel shall be reasonably acceptable to the 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. 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 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers Association 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 Employers under Section 5 being non-deductible to the Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 counsel selected by the Employers’ ' independent public accountants and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “"parachute payment” " under Section 280G 28OG of the Code, the payments and benefits payable by the Employers pursuant to Section 5 2 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 Employers under Section 5 2 being non-deductible to the Employers pursuant to Section 280G 28OG of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 counsel selected by the Employers’ ' independent public accountants and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 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 3 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersEmployer and the Corporation or their successors, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Employer pursuant to Section 5 3 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 Employers Employer under Section 5 3 being non-deductible to the Employers Employer 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 3 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the insurance benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 3 shall be based upon the opinion of independent tax counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. Nothing contained herein in this Section 4 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 64, 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 EmployersEmployers and their affiliates, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers under Section 5 being non-deductible to the Employers 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 determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent counsel selected by the Employers’ independent public accountants Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “"parachute payment” " under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers under Section 5 being non-deductible to the Employers 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 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 Employers’ independent public accountants Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 4 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersBank, the Corporation or any affiliate of either of them, would constitute a “"parachute payment” " under Section 280G of the Code, then the payments and benefits payable by the Employers Bank pursuant to Section 5 4 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 Employers Bank under Section 5 4 being non-deductible to the Employers 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 by the Bank pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive' s average annual compensation (based upon the most recent five taxable years) in accordance with OTS Regulatory Bulletin 27a. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 4 shall be based upon the opinion of independent tax counsel selected by the Employers’ independent public accountants Bank (and reasonably acceptable to the Executive) and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the 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. 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 65, or a reduction in the payments and benefits specified in Section 5 4 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 5 4 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers pursuant to Section 5 4 hereof (but not the time and form of payment thereof) 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 Employers under Section 5 4 being non-deductible to the Employers Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 4 shall be based upon the opinion of independent tax counsel selected by the Employers’ Employer's independent public accountants and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the Employers Employer and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date date of Terminationtermination; 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 5. 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 Employers, would constitute a “"parachute payment” " under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers under Section 5 being non-deductible to the Employers 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 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 Employers’ independent public accountants Bank and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the 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. 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 EmployersEmployer, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers 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 Employers under Section 5 being non-deductible to the Employers Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the Employers Employer 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 Employer 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 Employer 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 Officer has the right to receive from the EmployersBank or the Corporation or their predecessors or successors, would constitute a “"parachute payment” " under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers Bank under Section 5 being non-deductible to the Employers 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 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 Employers’ independent public accountants Bank and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the 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. Nothing contained herein in this Section 6 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 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 EmployersAssociation and/or the Corporation, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Association 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 Employers Association under Section 5 being non-deductible to the Employers Association pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. In no event shall the payments and benefits payable under Section 5 exceed three times the Executive’s average taxable income from the Association for the five calendar years 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 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 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 Employers’ independent public accountants Association and paid by the EmployersAssociation. Such counsel shall be reasonably acceptable to the 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. 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 EmployersEmployer, Xxxxxxx Valley, First Financial and their affiliates, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers Employer 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 Employers Employer under Section 5 2 being non-deductible to the Employers Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the Employers Employer 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 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 EmployersBank or the Corporation, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers Bank pursuant to Section 5 the terms 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 Employers Bank under Section 5 this Agreement being non-deductible to the Employers 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 determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent counsel selected by the Employers’ Bank's independent public accountants and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the Employers 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 TerminationSection 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 EmployersBank, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers Bank under Section 5 being non-deductible to the Employers 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 to the Executive upon termination shall be limited to three times the Executive's Average Annual Compensation in accordance with Section 310 of the OTS Thrift 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 Employers’ independent public accountants Bank and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the 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. 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 3 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers pursuant to Section 5 3 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 Employers under Section 5 3 being non-deductible to the Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 3 shall be based upon the opinion of independent counsel selected by the Employers’ independent public accountants and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 64, 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 Officer has the right to receive from the EmployersEmployer and its affiliates, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Employer pursuant to Section 5 hereof shall be reduced, in the manner determined reduced 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 Employers Employer under Section 5 being non-deductible to the Employers Employer 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 determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. Nothing contained herein in this Section 6 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 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 EmployersEmployer, Xxxxxxx Valley, First Financial and their affiliates, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers Employer 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 Employers Employer under Section 5 being non-deductible to the Employers Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the Employers Employer 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 Employers, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers under Section 5 being non-deductible to the Employers 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 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 Employers’ independent public accountants Bank and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty ten (3010) 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 EmployersBank and/or the MHC, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers 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 Employers Bank under Section 5 being non-deductible to the Employers Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 counsel selected by the Employers’ Bank’s independent public accountants and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the Employers 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 Employers, Xxxxxxx Valley, First Financial and their affiliates, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers 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 Employers under Section 5 being non-deductible to the Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 counsel selected by the Employers’ independent public accountants Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 Employers, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers under Section 5 being non-deductible to either of the Employers 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 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 Employers’ independent public accountants Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers Association 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 Employers under Section 5 being non-deductible to the Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 counsel selected by the Employers’ ' independent public accountants and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 Executive pursuant to Section 5 2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersBank or the Corporation, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers Bank or Corporation pursuant to Section 5 2 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 Employers Bank or Corporation under Section 5 2 being non-deductible to the Employers 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 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 counsel selected by the Employers’ Bank's independent public accountants and paid by the EmployersBank. Such counsel shall be reasonably acceptable to the Employers 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 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 3 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, Employers would constitute a “"parachute payment” " under Section 280G of the Code, then the payments and benefits payable by the Employers pursuant to Section 5 3 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 Employers under Section 5 3 being non-deductible to either of the Employers 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 3 are required to be reduced, then the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 3 shall be based upon the opinion of independent tax counsel selected by the Employers’ independent public accountants Employers and paid for by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty ten (3010) 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 64, or a reduction in the payments and benefits specified in Section 5 3 below zero.

Limitation of Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 5 2 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersSavings Bank and the Corporation, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Savings Bank pursuant to Section 5 2 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 Employers under Section 5 2 being non-deductible to the Employers Savings 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 2 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. 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 Employers’ independent public accountants Savings Bank and paid for by the EmployersSavings Bank. Such counsel shall be reasonably acceptable to the 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. Nothing contained herein in this Section 3 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 pursuant to Section 62 hereof, 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 Employers, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers 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 Employers Bank under Section 5 being non-deductible to the Employers 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 determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent counsel selected by the Employers’ independent public accountants Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the Employers 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 Employers, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers under Section 5 being non-deductible to the Employers 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 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 Employers’ independent public accountants Employers and paid for by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty ten (3010) 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 3 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the EmployersEmployer and the Corporation or their successors, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Employer pursuant to Section 5 3 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 Employers Employer under Section 5 3 being non-deductible to the Employers Employer 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 3 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the insurance benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 5 3 shall be based upon the opinion of independent tax counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. Nothing contained herein in this Section 4 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 64, 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 EmployersEmployer, Xxxxxxx Valley, First Financial and their affiliates, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers Employer 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 Employers Employer under Section 5 being non-deductible to the Employers Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the Employers Employer 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 EmployersEmployer, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers Employer 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 Employers under Section 5 being non-deductible to the Employers Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the Employers Employer 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 Employers, Employer and its affiliates would constitute a “parachute payment” under Section 280G of the Code, Code then the payments and benefits payable by the Employers Employer pursuant to Section 5 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 Employers Employer under Section 5 being non-deductible to the Employers Employer 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 determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. 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 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers 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 Employers under Section 5 being non-deductible to either of the Employers 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, then the cash severance shall be reduced first, followed by a reduction in the 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 Employers’ independent public accountants Employers and paid for by the Employers. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty ten (3010) 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 Employers, would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers 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 Employers under Section 5 being non-deductible to the 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 present value of the payments and benefits payable pursuant to this Agreement to the Executive upon termination shall be limited to three times the Executive’s Average Annual Compensation. 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 counsel selected by the Employers’ independent public accountants and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 Employers, Employer or its affiliates would constitute a “parachute payment” Aparachute payment@ under Section 280G of the Code, then the payments and benefits payable by the Employers Employer 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 Employers Employer under Section 5 being non-deductible to the Employers Employer 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 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the 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 counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) 10 business 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 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, Employer or its affiliates would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Employer 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 Employers Employer under Section 5 being non-deductible to the Employers Employer 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 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the 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 counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) 10 business 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 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers, Employer would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits payable by the Employers Employer pursuant to Section 5 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 Employers Employer under Section 5 being non-deductible to the Employers Employer 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 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the 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 counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) 10 business 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 Employers, Employer and its affiliates would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Employer 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 Employers Employer under Section 5 being non-deductible to the Employers Employer 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 determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. 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 hereof, either alone or together with other payments and benefits which the Executive Officer has the right to receive from the EmployersEmployer and its affiliates, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Employer 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 Employers Employer under Section 5 being non-deductible to the Employers Employer 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 determination of any reduction in the payments and benefits to be made pursuant to Section 5 shall be based upon the opinion of independent counsel selected by the Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. Nothing contained herein in this Section 6 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 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 has the right to receive from the Employers, would constitute a “"parachute payment” " under Section 280G of the Code, the payments and benefits payable by the Employers pursuant to Section 5 2 hereof shall be reduced, in the manner determined by the ExecutiveEmployers, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Employers under Section 5 2 being non-deductible to the Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. 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 counsel selected by the Employers’ independent public accountants Employers and paid by the Employers. Such counsel shall be reasonably acceptable to the 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. 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 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 EmployersEmployer and its affiliates, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employers Employer 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 Employers Employer under Section 5 being non-deductible to the Employers Employer 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 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 Employers’ independent public accountants Employer and paid by the EmployersEmployer. Such counsel shall be reasonably acceptable to the 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. 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.