Common use of Application of Section 280G of the Code Clause in Contracts

Application of Section 280G of the Code. Notwithstanding any provision of this Agreement to the contrary, if it is determined that any amount or benefit to be paid or provided under this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement by the Company to or for the benefit of the Executive would be an “excess parachute payment,” within the meaning of section 280G of the Code, or any successor provision thereof, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an excess parachute payment as therein defined. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 13(b), shall not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement.

Application of Section 280G of the Code. Notwithstanding any provision of this Agreement to the contrary, if it is determined that any amount or benefit to be paid or provided under this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement by the Company to or for the benefit of the Executive would be an “excess parachute payment,” within the meaning of section 280G of the Code, or any successor provision thereof, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an excess parachute payment as therein defined. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 13(b12(b), shall not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement.