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 2 hereof, either alone or together with other payments and benefits which the Officer has the right to receive from the Employer and its affiliates, would constitute a "parachute payment" under Section 280G of the Code, the payments and benefits payable by the Employer pursuant to Section 2 hereof shall be reduced, in the manner determined by the Officer, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Employer under Section 2 being non-deductible to the 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 2 shall be based upon the opinion of independent counsel selected by the Employer and paid by the Employer. Such counsel shall be reasonably acceptable to the Employer and the Officer; 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 Officer may be entitled upon termination of employment under any circumstances other than as specified in this Section 3, or a reduction in the payments and benefits specified in Section 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 2 3 hereof, either alone or together with other payments and benefits which the Officer Executive has the right to receive from the Employer and its affiliatesEmployer, would constitute a "“parachute payment" ” under Section 280G of the Code, the payments and benefits payable by the Employer pursuant to Section 2 3 hereof shall be reduced, in the manner determined by the OfficerExecutive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Employer under Section 2 3 being non-deductible to the 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 2 3 shall be based upon the opinion of independent counsel selected by the Employer Employer’s independent public accountants and paid by the Employer. Such counsel shall be reasonably acceptable to the Employer and the OfficerExecutive; 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 Officer Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 34, or a reduction in the payments and benefits specified in Section 2 3 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 2 hereof, either alone or together with other payments and benefits which the Officer Executive has the right to receive from the Employer Corporation and its affiliatesthe Bank, would constitute a "“parachute payment" ” under Section 280G of the Code, then the payments and benefits payable by the Employer pursuant to Section 2 hereof shall be reduced, in the manner determined reduced by the Officer, by the amount, if any, which is the minimum amount necessary to result in no portion of the payments and benefits payable by the Employer under Section 2 being non-deductible to the 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 to be provided in kind. The determination of any reduction in the payments and benefits to be made pursuant to Section 2 shall be based upon the opinion of independent counsel selected by the Employer and paid by the Employer. Such counsel shall be reasonably acceptable to the Employer and the Officer; 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 Officer Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 3, or a reduction in the payments and benefits specified in Section 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 2 hereof, either alone or together with other payments and benefits which the Officer Executive has the right to receive from the Employer and its affiliatesEmployers, would constitute a "“parachute payment" ” under Section 280G of the Code, the cash payments and benefits payable by the Employer Employers pursuant to Section 2 2(a) hereof shall be reduced, in the manner determined by the Officer, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Employer Employers under Section 2 being non-deductible to the 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 2 shall be based upon the opinion of independent counsel selected by the Employer Employers’ independent public accountants and paid by the EmployerEmployers. Such counsel shall be reasonably acceptable to the Employer Employers and the OfficerExecutive; 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 Officer Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 3, or a reduction in the payments and benefits specified in Section 2 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 2 3 hereof, either alone or together with other payments and benefits which the Officer Executive has the right to receive from the Employer and its affiliates, Employers would constitute a "“parachute payment" ” under Section 280G of the Code, then the payments and benefits payable by the Employer pursuant to Section 2 3 hereof shall be reduced, in the manner determined reduced by the Officer, by the amount, if any, which is the minimum amount necessary to result in no portion of the payments and benefits payable by the Employer under Section 2 3 being non-deductible to either of the Employer 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 2 3 shall be based upon the opinion of independent tax counsel selected by the Employer Employers and paid for by the EmployerEmployers. Such counsel shall be reasonably acceptable to the Employer and the Officer; 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 Officer Executive may be entitled upon termination of employment under any circumstances other than as specified in this pursuant to Section 33 hereof, or a reduction in the payments and benefits specified in Section 2 3 below zero.

Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 2 5 hereof, either alone or together with other payments and benefits which the Officer Executive has the right to receive from the Employer and its affiliatesEmployers, would constitute a "parachute payment" under Section 280G of the Code, the payments and benefits payable by the Employer Employers pursuant to Section 2 5 hereof shall be reduced, in the manner determined by the OfficerExecutive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Employer under Section 2 5 being non-deductible to either of the Employer 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 2 5 shall be based upon the opinion of independent tax counsel selected by the Employer Employers and paid by the EmployerEmployers. Such counsel shall be reasonably acceptable to the Employer Employers and the OfficerExecutive; 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 Officer Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 36, or a reduction in the payments and benefits specified in Section 2 5 below zero.