Common use of Limitation of Benefits under Certain Circumstances Clause in Contracts

Limitation of Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 9(a) hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Bank or Parent Corp., would constitute a "parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payments and benefits payable by the Bank and Parent Corp. pursuant to Section 9(a) hereof shall be reduced, in the manner determined by the Executive (or in the absence of any such determination by the Executive, by the Company), by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank and Parent Corp. under Section 9(a) being non-deductible to the Bank and Parent Corp. (or any successors thereto) 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 of the Executive's employment pursuant to Section 9(a) shall be limited to three times the Executive's "base amount," as that term is defined in Section 280G(b)(3) of the Code, less one dollar. The determination of any reduction in the payments and benefits to be made pursuant to Section 9(a) shall be based upon an analysis prepared by KPMG LLP and paid by the Bank. KPMG LLP shall promptly prepare the foregoing analysis, but in no event later than ten (10) days from the date of termination of the Executive's employment pursuant to Section 9(a), and may use such actuaries as it may deem 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 21, or a reduction in the payments and benefits specified in Section 9(a) below zero.

Limitation of Benefits under Certain Circumstances. (a) If the payments and benefits due to the Executive pursuant to Section 9(a) hereofthis Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Bank or Parent Corp.the Corporation, would constitute a "“parachute payment" ” under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payments and benefits payable by the Bank and Parent Corp. pursuant to Section 9(a) the terms hereof shall be reduced, in the manner determined by the Executive (or in the absence of any such determination by the Executive, by the Company), reduced by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank and Parent Corp. under Section 9(a) this Agreement being non-deductible to the Bank and Parent Corp. (or any successors thereto) the Corporation pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. The parties hereto agree In the event that the present value of the payments and benefits payable pursuant to this Agreement due to the Executive upon termination pursuant to the terms of this Agreement, in combination with payments or benefits due him from the Bank or the Corporation, if any, constitute a parachute payment and are required to be reduced in accordance with the terms of this Section 5.5, such reduction shall first be accomplished in accordance with the provisions of Section 3 of the Executive's employment pursuant to Section 9(a) shall be limited to three times Amended and Restated Change in Control Severance Agreement between the Executive's "base amount," Bank and the Executive dated as that term is defined in Section 280G(b)(3) of July 20, 2006 (“Severance Agreement”), and then, if necessary, by reducing the Code, less one dollarpayments due hereunder. The determination of any reduction in the payments and benefits to be made pursuant to Section 9(a) shall be based upon an analysis prepared the opinion of independent counsel selected by KPMG LLP the Bank and paid by the Bank. KPMG LLP Such counsel shall promptly prepare the foregoing analysisopinion, but in no event later than ten thirty (1030) days from the date the Executive is entitled to receive benefits hereunder that are subject to the provisions of termination of the Executive's employment pursuant to Section 9(a)280G, and may use such actuaries as it may deem 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 21, Articles 2 or a reduction in the payments and benefits specified in Section 9(a) 3 below zero.

Limitation of Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 9(a) 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Bank or Parent Corp.Bank, would constitute a "“parachute payment" ” under Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code"), then the payments and benefits payable by the Bank and Parent Corp. pursuant to Section 9(a) 5 hereof shall be reduced, in the manner determined reduced by the Executive (or in the absence of any such determination by the Executive, by the Company), by the amount, if any, which is the minimum amount necessary to result in no portion of the payments and benefits payable by the Bank and Parent Corp. under Section 9(a) 5 being non-deductible to the Bank and Parent Corp. (or any successors thereto) 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 present value of the payments and benefits payable pursuant to this Agreement to the Executive upon termination of the Executive's employment pursuant to Section 9(a) shall be limited to three times the Executive's "base amount," as that term is defined ’s Average Annual Compensation in accordance with Section 280G(b)(3) 310 of the Code, less one dollarOTS Thrift Activities Handbook. The determination of any reduction in the payments and benefits to be made pursuant to Section 9(a) 5 shall be based upon an analysis prepared the opinion of independent tax counsel selected by KPMG LLP the Bank and paid by the Bank. KPMG LLP Such counsel shall promptly prepare the foregoing analysisopinion, but in no event later than ten thirty (1030) days from the date Date of termination of the Executive's employment pursuant to Section 9(a)Termination, and may use such actuaries as it may deem 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 216, or a reduction in the payments and benefits specified in Section 9(a) 5 below zero.

Limitation of Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 9(a) 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Bank or Parent Corp.Employers, would constitute a "parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payments and benefits payable by the Bank and Parent Corp. pursuant to Section 9(a) 5 hereof shall be reduced, in the manner determined by the Executive (or in the absence of any such determination by the Executive, by the Company), by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank and Parent Corp. under Section 9(a) 5 being non-non- deductible to either of the Bank and Parent Corp. (or any successors thereto) 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 of the Executive's employment pursuant to Section 9(a) shall be limited to three times the Executive's "base amount," as that term is defined in Section 280G(b)(3) of the Code, less one dollar. The determination of any reduction in the payments and benefits to be made pursuant to Section 9(a) 5 shall be based upon an analysis prepared the opinion of independent tax counsel selected by KPMG LLP the Employers and paid by the BankEmployers. KPMG LLP Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing analysisopinion, but in no event later than ten thirty (1030) days from the date Date of termination of the Executive's employment pursuant to Section 9(a), Termination; and may use such actuaries as it may deem such counsel deems necessary or advisable for the purpose. The Employers 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 Employers 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 216, or a reduction in the payments and benefits specified in Section 9(a) 5 below zero.

Limitation of Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 9(a) 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Bank or Parent Corp.Bank, would constitute a "parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payments and benefits payable by the Bank and Parent Corp. pursuant to Section 9(a) 5 hereof shall be reduced, in the manner determined by the Executive (or in the absence of any such determination by the Executive, by the Company), by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank and Parent Corp. under Section 9(a) 5 being non-deductible to the Bank and Parent Corp. (or any successors thereto) 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 of the Executive's employment pursuant to Section 9(a) shall be limited to three times the Executive's "base amount," as that term is defined Average Annual Compensation in accordance with Section 280G(b)(3) 310 of the Code, less one dollarOTS Thrift Activities Handbook. The determination of any reduction in the payments and benefits to be made pursuant to Section 9(a) 5 shall be based upon an analysis prepared the opinion of independent tax counsel selected by KPMG LLP the Bank's independent public accountants and paid by the Bank. KPMG LLP Such counsel shall be reasonably acceptable to the Bank and the Executive; shall promptly prepare the foregoing analysisopinion, but in no event later than ten thirty (1030) days from the date Date of termination of the Executive's employment pursuant to Section 9(a), Termination; and may use such actuaries as it may deem 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 216, or a reduction in the payments and benefits specified in Section 9(a) 5 below zero.

Limitation of Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 9(a) 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Bank or Parent Corp.and/or the Corporation, would constitute a "“parachute payment" ” under Section 280G of the Internal Revenue Code of 1986Code, as amended (the "Code"), then the payments and benefits payable by the Bank and Parent Corp. pursuant to Section 9(a) 5 hereof shall be reduced, in the manner determined reduced by the Executive (or in the absence of any such determination by the Executive, by the Company), by the amount, if any, which is the minimum amount necessary to result in no portion of the payments and benefits payable by the Bank and Parent Corp. under Section 9(a) 5 being non-deductible to the Bank and Parent Corp. (or any successors thereto) 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 In no event shall the payments and benefits payable pursuant to this Agreement to the Executive upon termination of the Executive's employment pursuant to under Section 9(a) shall be limited to 5 exceed three times the Executive's "base amount," as ’s average taxable income from the Bank for the five calendar years (or such shorter period that term is defined the Executive has been employed by the Bank) 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(b)(3) 280G of the Code. If the payments and benefits under Section 5 are required to be reduced, less one dollarthe 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 9(a) 5 shall be based upon an analysis prepared the opinion of independent tax counsel selected by KPMG LLP the Bank and paid by the Bank. KPMG LLP Such counsel shall promptly prepare the foregoing analysisopinion, but in no event later than ten thirty (1030) days from the date Date of termination of the Executive's employment pursuant to Section 9(a)Termination, and may use such actuaries as it may deem 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 216, or a reduction in the payments and benefits specified in Section 9(a) 5 below zero.

Limitation of Benefits under Certain Circumstances. (a) If the payments and benefits pursuant to Section 9(a) 5 hereof, either alone or together with other payments and benefits which the Executive has the right to receive from the Employers (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank or Parent Corp.pursuant to Section 5 of the Agreement between the Bank and the Executive dated December 9, 1997), would constitute a "parachute payment" under as defined in Section 280G 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), the payments and benefits payable by the Bank and Parent Corp. Corporation pursuant to Section 9(a) 5 hereof shall be reduced, in the manner determined by the Executive (or in the absence of any such determination by the Executive, by the Company), by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Bank and Parent Corp. Corporation under Section 9(a) 5 being non-deductible to the Bank and Parent Corp. (or any successors thereto) Corporation 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 of the Executive's employment pursuant to Section 9(a) shall be limited to three times the Executive's "base amount," as that term is defined in Section 280G(b)(3) of the Code, less one dollar. The determination of any reduction in the payments and benefits to be made pursuant to Section 9(a) 5 shall be based upon an analysis prepared the opinion of independent tax counsel selected by KPMG LLP the Corporation's independent public accountants and paid by the BankCorporation. KPMG LLP Such counsel shall be reasonably acceptable to the Corporation and the Executive; shall promptly prepare the foregoing analysisopinion, but in no event later than ten thirty (1030) days from the date Date of termination of the Executive's employment pursuant to Section 9(a), Termination; and may use such actuaries as it may deem 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 216, or a reduction in the payments and benefits specified in Section 9(a) 5 below zero.