Common use of 280G Cutback Clause in Contracts

280G Cutback. Notwithstanding anything in this Agreement to the contrary, the parties do not intend that any portion of the aggregate payment to be made to Employee under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of, the Employee (collectively referred to as the “Change in Control Benefits”) that are contingent on a change in control (as defined under Code Section 280G), shall constitute an “excess parachute payment” under Code Section 280G or any successor thereto. Accordingly, in order to avoid such a result, Employee’s lump sum payment under this Agreement shall be reduced by the amount necessary so that the Change in Control Benefits that are payable to Employee are not subject to penalties or excise taxes under Code Sections 280G and 4999. All determinations required under this Section 4 shall be made by a nationally or regionally recognized accounting, executive compensation or law firm appointed by the Company (the “Consultant”) that is reasonably acceptable to the Employee. The Consultant’s fee shall be paid by the Company. The Consultant shall provide a report to Employee that may be used by the Employee to file federal tax returns. Nothing in this Section 4 shall require the Company to be responsible for, or have any liability or obligation with respect to, any excise tax liability of Employee under Section 4999 of the code.