Common use of Limitation of Benefits Clause in Contracts

Limitation of Benefits. It is the intention of the parties that no payment be made or benefit provided to the Executive that would constitute an "excess parachute payment" within the meaning of Section 280G of the Code and any regulations thereunder, thereby resulting in a loss of an income tax deduction by CFF or the imposition of an excise tax on the Executive under Section 4999 of the Code. If the independent accountants serving as auditors for CFF immediately prior to the date of a Change of Control determine that some or all of the payments or benefits scheduled under this Agreement, when combined with any other payments or benefits provided to the Executive on a Change of Control, would constitute nondeductible excess parachute payments by CFF or any affiliate under Section 280G of the Code, then the payments or benefits scheduled under this Agreement will be reduced to one dollar less than the maximum amount which may be paid or provided without causing any such payments or benefits scheduled under this Agreement or otherwise provided on a Change of Control to be nondeductible. The determination made as to the reduction of benefits or payments required hereunder by the independent accountants shall be binding on the parties. The Executive shall have the right to designate within a reasonable period which payments or benefits will be reduced; provided, however, that if no direction is received from the Executive, CFF shall implement the reductions by reducing or eliminating payments required under this Agreement.

Limitation of Benefits. It is the intention of the parties that no payment be made or benefit provided to the Executive pursuant to this Agreement that would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and any regulations thereunder, thereby resulting in a loss of an income tax deduction by CFF the Bank or the imposition of an excise tax on the Executive under Section 4999 of the Code. If the independent accountants accounts serving as auditors for CFF immediately prior to the Bank on the date of a Change of Control (or any other accounting firm designated by the Bank) determine that some or all of the payments or benefits scheduled under this Agreement, when combined with as well as any other payments or benefits provided to the Executive on a Change of Control, would constitute be nondeductible excess parachute payments by CFF or any affiliate the Company under Section 280G of the Codecode, then the payments or benefits scheduled under this Agreement will be reduced to one dollar less than the maximum amount which may be paid or provided without causing any such payments payment or benefits scheduled under this Agreement or otherwise provided on a Change of Control benefit to be nondeductible. The determination made as to the reduction of benefits or payments required hereunder by the independent accountants shall be binding on the parties. The Executive shall have the right to designate within a reasonable period period, which payments or benefits will be reduced; provided, however, that if no direction is received from the Executive, CFF the Bank shall implement the reductions by reducing or eliminating payments required under this Agreementin its discretion.

Limitation of Benefits. It is the intention of the parties that no payment be made or benefit provided to the Executive that would constitute an ""excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the Code) and any regulations thereunder, thereby resulting in a loss of an income tax deduction by CFF the Corporation or the imposition of an excise tax on the Executive under Section 4999 of the Code. If the independent accountants serving as auditors for CFF the Corporation immediately prior to the date of a Change of Control determine that some or all of the payments or benefits scheduled under this Agreement, when combined with any other payments or benefits provided to the Executive on a Change of ControlControl by CFC, the Corporation and any affiliate of CFC or the Corporation required to be aggregated with CFC or the Corporation under Section 280G of the Code, would constitute nondeductible excess parachute payments by CFF or any affiliate the Corporation under Section 280G of the Code, then the payments or benefits scheduled under this Agreement will be reduced to one dollar less than the maximum amount which may be paid or provided without causing any such payments or benefits scheduled under this Agreement or otherwise provided on a Change of Control to be nondeductible. The determination made as to the reduction of benefits or payments required hereunder by the independent accountants shall be binding on the parties. The Executive shall have the right to designate within a reasonable period which payments or benefits scheduled under this Agreement will be reduced; provided, however, that if no direction is received from the Executive, CFF the Corporation shall implement the reductions by reducing or eliminating payments required under this AgreementAgreement in its discretion.

Limitation of Benefits. It is the intention of the parties that no payment be made or benefit provided to the Executive that would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the Code) and any regulations thereunder, thereby resulting in a loss of an income tax deduction by CFF the Corporation or the imposition of an excise tax on the Executive under Section 4999 of the Code. If the independent accountants serving as auditors for CFF the Corporation immediately prior to the date of a Change of Control determine that some or all of the payments or benefits scheduled under this Agreement, when combined with any other payments or benefits provided to the Executive on a Change of ControlControl by CCB, the Corporation and any affiliate of CCB or the Corporation required to be aggregated with CCB or the Corporation under Section 280G of the Code, would constitute nondeductible excess parachute payments by CFF or any affiliate the Corporation under Section 280G of the Code, then the payments or benefits scheduled under this Agreement will be reduced to one dollar less than the maximum amount which may be paid or provided without causing any such payments or benefits scheduled under this Agreement or otherwise provided on a Change of Control to be nondeductible. The determination made as to the reduction of benefits or payments required hereunder by the independent accountants shall be binding on the parties. The Executive shall have the right to designate within a reasonable period which payments or benefits scheduled under this Agreement will be reduced; provided, however, that if no direction is received from the Executive, CFF the Corporation shall implement the reductions by reducing or eliminating payments required under this AgreementAgreement in its discretion.

Limitation of Benefits. It is the intention of the parties that no payment be made or benefit provided to the Executive that would constitute an ""excess parachute payment'" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the Code) and any regulations thereunder, thereby resulting in a loss of an income tax deduction by CFF the Corporation or the imposition of an excise tax on the Executive under Section 4999 of the Code. If the independent accountants serving as auditors for CFF the Corporation immediately prior to the date of a Change of Control determine that some or all of the payments or benefits scheduled under this Agreement, when combined with any other payments or benefits provided to the Executive on a Change of ControlControl by CFC, the Corporation and any affiliate of CFC or the Corporation required to be aggregated with CFC or the Corporation under Section 280G of the Code, would constitute nondeductible excess parachute payments by CFF or any affiliate the Corporation under Section 280G of the Code, then the payments or benefits scheduled under this Agreement will be reduced to one dollar less than the maximum amount which may be paid or provided without causing any such payments or benefits scheduled under this Agreement or otherwise provided on a Change of Control to be nondeductible. The determination made as to the reduction of benefits or payments required hereunder by the independent accountants shall be binding on the parties. The Executive shall have the right to designate within a reasonable period which payments or benefits scheduled under this Agreement will be reduced; provided, however, that if no direction is received from the Executive, CFF the Corporation shall implement the reductions by reducing or eliminating payments required under this AgreementAgreement in its discretion.

Limitation of Benefits. It is the intention of the parties that no payment be made or benefit provided to the Executive pursuant to this Agreement that would constitute an "excess parachute Parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as Amended (the "Code") and any regulations thereunderhereunder, thereby resulting in a loss of an income tax deduction Deduction by CFF the Bank or the imposition of an excise tax on the Executive under Section 4999 of the Code. If the independent accountants accounts serving as auditors for CFF immediately prior to the Bank on the date of a Change of Control (or any other accounting firm designated by the Bank) determine that some or all of the payments or benefits scheduled under this Agreement, when combined with as well as any other payments or benefits provided to the Executive on a Change of Control, would constitute be nondeductible excess parachute payments by CFF or any affiliate the Company under Section 280G of the Codecode, then the payments or benefits scheduled under this Agreement will be reduced to one dollar less than the maximum amount which may be paid or provided without causing any such payments payment or benefits scheduled under this Agreement or otherwise provided on a Change of Control benefit to be nondeductible. The determination made as to the reduction of benefits or payments required hereunder by the independent accountants shall be binding on the parties. The Executive shall have the right to designate within a reasonable period period, which payments or benefits will be reduced; provided, however, that if no direction is received from the Executive, CFF the Bank shall implement the reductions by reducing or eliminating payments required under this Agreementin its discretion.

Limitation of Benefits. It is the intention of the parties that no payment be made or benefit provided to the Executive pursuant to this Agreement that would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and any regulations thereunder, thereby resulting in a loss of an income tax deduction by CFF the Bank or the imposition of an excise tax on the Executive under Section 4999 of the Code. If the independent accountants accounts serving as auditors for CFF immediately prior to the Bank on the date of a Change of Control (or any other accounting firm designated by the Bank) determine that some or all of the payments or benefits scheduled under this Agreement, when combined with as wel1 as any other payments or benefits provided to the Executive on a Change of Control, would constitute be nondeductible excess parachute payments by CFF or any affiliate the Company under Section 280G of the Codecode, then the payments or benefits scheduled under this Agreement will be reduced to one dollar less than the maximum amount which may be paid or provided without causing any such payments payment or benefits scheduled under this Agreement or otherwise provided on a Change of Control benefit to be nondeductible. The determination made as to the reduction of benefits or payments required hereunder by the independent accountants shall be binding on the parties. The Executive shall have the right to designate within a reasonable period period, which payments or benefits will be reduced; provided, however, that if no direction is received from the Executive, CFF the Bank shall implement the reductions by reducing or eliminating payments required under this Agreementin its discretion.

Limitation of Benefits. It is the intention of the parties that no payment be made or benefit provided to the Executive that would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the Code) and any regulations thereunder, thereby resulting in a loss of an income tax deduction by CFF the Bank or the imposition of an excise tax on the Executive under Section 4999 of the Code. If the independent accountants serving as auditors for CFF the Bank immediately prior to the date of a Change of Control determine that some or all of the payments or benefits scheduled under this Agreement, when combined with any other payments or benefits provided to the Executive on a Change of ControlControl by CENIT, the Bank and any affiliate of CENIT or the Bank required to be aggregated with CENIT or the Bank under Section 280G of the Code, would constitute nondeductible excess parachute payments by CFF or any affiliate the Bank under Section 280G of the Code, then the payments or benefits scheduled under this Agreement will be reduced to one dollar less than the maximum amount which may be paid or provided without causing any such payments or benefits scheduled under this Agreement or otherwise provided on a Change of Control to be nondeductible. The determination made as to the reduction of benefits or payments required hereunder by the independent accountants shall be binding on the parties. The Executive shall have the right to designate within a reasonable period which payments or benefits scheduled under this Agreement will be reduced; provided, however, that if no direction is received from the Executive, CFF the Bank shall implement the reductions by reducing or eliminating payments required under this AgreementAgreement in its discretion.

Limitation of Benefits. It is the intention of the parties that no payment be made or benefit provided to the Executive pursuant to this Agreement that would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and any regulations thereunder, thereby resulting in a loss of an income tax deduction by CFF the Bank or the imposition of an excise tax on the Executive under Section 4999 of the Code. If the independent accountants accounts serving as auditors for CFF immediately prior to the Bank on the date of a Change of Control (or any other accounting firm designated by the Bank) determine that some or all of the payments or benefits scheduled under this Agreement, when combined with as well as any other payments paymsnts or benefits provided to the Executive on ore a Change of Control, would constitute be nondeductible excess parachute payments by CFF or any affiliate the Company under Section 280G of the Codecode, then the payments or benefits scheduled under this Agreement will be reduced to one dollar less than the maximum amount which may be paid or provided without causing any such payments payment or benefits scheduled under this Agreement or otherwise provided on a Change of Control benefit to be nondeductible. The determination made as to the reduction of benefits or payments required hereunder by the independent accountants shall be binding on the parties. The Executive shall have the right to designate within a reasonable period period, which payments or benefits will be reduced; provided, however, that if no direction is received from the Executive, CFF the Bank shall implement the reductions by reducing or eliminating payments required under this Agreementin its discretion.

Limitation of Benefits. It is the intention of the parties that no payment be made or benefit provided to the Executive that would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the Code and any regulations thereunder, thereby resulting in a loss of an income tax deduction by CFF or the imposition of an excise tax on the Executive under Section 4999 of the Code. If either the independent accountants serving as auditors for CFF or legal counsel for CFF immediately prior to the date of a Change of Control determine that some or all of the payments or benefits scheduled under this Agreement, when combined with any other payments or benefits provided to the Executive on a Change of Control, would constitute nondeductible excess parachute payments by CFF or any affiliate under Section 280G of the Code, then the payments or benefits scheduled under this Agreement will be reduced to one dollar less than the maximum amount which may be paid or provided without causing any such payments or benefits scheduled under this Agreement or otherwise provided on a Change of Control to be nondeductible. The determination made as to the reduction of benefits or payments required hereunder by the independent accountants or legal counsel shall be binding on the parties. The Executive shall have If the right to designate within a reasonable period which payments or benefits will upon a Change of Control are required to be reduced; providedreduced pursuant to this Section 3, however, that if no direction is received from then the Executive, CFF lump sum cash payment under Section 2(a) of this Agreement shall implement the reductions by reducing or eliminating payments required under this Agreementbe reduced first.

Limitation of Benefits. It is the intention of the parties that no payment be made or benefit provided to the Executive that would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the Code) and any regulations thereunder, thereby resulting in a loss of an income tax deduction by CFF the Corporation or the imposition of an excise tax on the Executive under Section 4999 of the Code. If the independent accountants serving as auditors for CFF the Corporation immediately prior to the date of a Change of Control determine that some or all of the payments or benefits scheduled under this Agreement, when combined with any other payments or benefits provided to the Executive on a Change of ControlControl by CFC, the Corporation and any affiliate of CFC or the Corporation required to be aggregated with CFC or the Corporation under Section 280G of the Code, would constitute nondeductible excess parachute payments by CFF or any affiliate the Corporation under Section 280G of the Code, then the payments or benefits scheduled under this Agreement will be reduced to one dollar less than the maximum amount which may be paid or provided without causing any such payments or benefits scheduled under this Agreement or otherwise provided on a Change of Control to be nondeductible. The determination made as to the reduction of benefits or payments required hereunder by the independent accountants shall be binding on the parties. The Executive shall have the right to designate within a reasonable period which payments or benefits scheduled under this Agreement will be reduced; provided, however, that if no direction is received from the Executive, CFF the Corporation shall implement the reductions by reducing or eliminating payments required under this AgreementAgreement in its discretion.

Limitation of Benefits. It is the intention of the parties that no payment be made or benefit provided to the Executive pursuant to this Agreement that would constitute an "excess parachute payment" within the meaning of Section 280G 28OG of the Internal Revenue Code of 1986, as amended (the "Code") and any regulations thereunder, thereby resulting in a loss of an income tax deduction by CFF the Bank or the imposition of an excise tax on the Executive under Section 4999 of the Code. If the independent accountants accounts serving as auditors for CFF immediately prior to the Bank on the date of a Change of Control (or any other accounting firm designated by the Bank) determine that some or all of the payments or benefits scheduled under this Agreement, when combined with as well as any other payments or benefits provided to the Executive on a Change of Control, would constitute be nondeductible excess parachute payments by CFF or any affiliate the Company under Section 280G 28OG of the Codecode, then the payments or benefits scheduled under this Agreement will be reduced to one dollar less than the maximum amount which may be paid or provided without causing any such payments payment or benefits scheduled under this Agreement or otherwise provided on a Change of Control benefit to be nondeductible. The determination made as to the reduction of benefits or payments required hereunder by the independent accountants shall be binding on the parties. The Executive shall have the right to designate within a reasonable period period, which payments or benefits will be reduced; provided, however, that if no direction is received from the Executive, CFF the Bank shall implement the reductions by reducing or eliminating payments required under this Agreementin its discretion.