Common use of Section 280G Cut-Back Clause in Contracts

Section 280G Cut-Back. Notwithstanding anything in this Agreement to the contrary, if any payments or benefits provided for in this Agreement, together with any other payments which the Executive has the right to receive from the Company, the Bank, Seller, Chicopee Savings Bank, or any corporation which is a member of an “affiliated group” (as defined in Code Section 1504(a), without regard to Code Section 1504(b)) of which Company, the Bank, Seller, or Chicopee Savings Bank is a member, would constitute an “excess parachute payment” (as defined in Code Section 280G(b)(2)), payments pursuant to this Agreement shall be reduced to the extent necessary to ensure that no portion of such payments will be subject to the excise tax imposed by Code Section 4999. Any determination required under this section 33 shall be made by the Company and its tax advisors, whose determination shall be conclusive and binding upon the Executive.

Section 280G Cut-Back. Notwithstanding anything in this Agreement to the contrary, if any payments or benefits the Change of Control Agreement Amount provided for in this Agreement, together with any other payments which the Executive has the right to receive from the Company, the BankBuyer, Seller, Chicopee Savings Seller Bank, or any corporation which is a member of an “affiliated group” (as defined in Code Section 1504(a), without regard to Code Section 1504(b)) of which Company, the BankBuyer, Seller, or Chicopee Savings Seller Bank is a member, would constitute an “excess parachute payment” (as defined in Code Section 280G(b)(2)), payments pursuant to this Agreement shall be reduced to the extent necessary to ensure that no portion of such payments will be subject to the excise tax imposed by Code Section 4999. Any determination required under this section 33 Section 1.2 shall be made by the Company Buyer and its tax advisors, whose determination shall be conclusive and binding upon the Executive.

Section 280G Cut-Back. Notwithstanding anything in this Agreement to the contrary, if any payments or benefits provided for in this Agreement, together with any other payments which the Executive has the right to receive from the Company, the Bank, Seller, Chicopee Savings Bank, or any corporation which is a member of an “affiliated group” (as defined in Code Section 1504(a), without regard to Code Section 1504(b)) of which Company, the Bank, Seller, or Chicopee Savings Bank is a member, would constitute an “excess parachute payment” (as defined in Code Section 280G(b)(2)), payments pursuant to this Agreement shall be reduced to the extent necessary to ensure that no portion of such payments will be subject to the excise tax imposed by Code Section 4999. Any determination required under this section 33 32 shall be made by the Company Bank and its tax advisors, whose determination shall be conclusive and binding upon the Executive.

Section 280G Cut-Back. Notwithstanding anything in this Agreement to the contrary, if any payments or benefits the Change in Control Agreement Amount provided for in this Agreement, together with any other payments which the Executive has the right to receive from the Company, the BankBuyer, Seller, Chicopee Savings Seller Bank, or any corporation which is a member of an “affiliated group” (as defined in Code Section 1504(a), without regard to Code Section 1504(b)) of which Company, the BankBuyer, Seller, or Chicopee Savings Seller Bank is a member, would constitute an “excess parachute payment” (as defined in Code Section 280G(b)(2)), payments pursuant to this Agreement shall be reduced to the extent necessary to ensure that no portion of such payments will be subject to the excise tax imposed by Code Section 4999. Any determination required under this section 33 Section 1.2 shall be made by the Company Buyer and its tax advisors, whose determination shall be conclusive and binding upon the Executive, Seller, and Seller Bank.

Section 280G Cut-Back. Notwithstanding anything in this Agreement to the contrary, if any payments or benefits the Employment Agreement Amount provided for in this Agreement, together with any other payments which the Executive has the right to receive from the Company, the BankBuyer, Seller, Chicopee Savings Seller Bank, or any corporation which is a member of an “affiliated group” (as defined in Code Section 1504(a), without regard to Code Section 1504(b)) of which Company, the BankBuyer, Seller, or Chicopee Savings Seller Bank is a member, would constitute an “excess parachute payment” (as defined in Code Section 280G(b)(2)), payments pursuant to this Agreement shall be reduced to the extent necessary to ensure that no portion of such payments will be subject to the excise tax imposed by Code Section 4999. Any determination required under this section 33 Section 1.2 shall be made by the Company Buyer and its tax advisors, whose determination shall be conclusive and binding upon the Executive, Seller, and Seller Bank.

Section 280G Cut-Back. Notwithstanding anything in this Agreement to the contrary, if any payments or benefits the Change of Control Agreement Amount provided for in this Agreement, together with any other payments which the Executive has the right to receive from the Company, the BankBuyer, Seller, Chicopee Savings Seller Bank, or any corporation which is a member of an “affiliated group” (as defined in Code Section 1504(a), without regard to Code Section 1504(b)) of which Company, the BankBuyer, Seller, or Chicopee Savings Seller Bank is a member, would constitute an “excess parachute payment” (as defined in Code Section 280G(b)(2)), payments pursuant to this Agreement shall be reduced to the extent necessary to ensure that no portion of such payments will be subject to the excise tax imposed by Code Section 4999. Any determination required under this section 33 Section 1.2 shall be made by the Company Buyer and its tax advisors, whose determination shall be conclusive and binding upon the Executive, Seller, and Seller Bank.