Common use of 280G Matters Clause in Contracts

280G Matters. (a) If any payment to or in respect of Executive by the Company or any Affiliate, whether pursuant to this Agreement or otherwise (a “Payment”), is determined by the Auditor (as defined below) to be a “parachute payment” as defined in Section 280G(b)(2) of the Code (as defined below) (a “Parachute Payment”) and also to be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, being herein collectively referred to as the “Excise Tax”), then the aggregate amount of the Parachute Payments otherwise payable to Executive under this Agreement (unless otherwise agreed by Executive) shall be reduced if and to the extent that such reduction would result in Executive retaining a greater net after-tax amount than Executive would have retained had he received the full amount of the Parachute Payments (and paid the applicable Excise Tax), with such reductions coming first from amounts that are exempt from Section 409A and, thereafter, from amounts that are subject to Section 409A, in each case in reverse chronological order of their scheduled distributions.