Common use of Benefit Limitations Clause in Contracts

Benefit Limitations. Notwithstanding anything contained in this letter agreement to the contrary, to the extent that any payment or distribution of any type to you or for you by the Company, a Company affiliate, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of Code and regulations thereunder), or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this letter agreement or otherwise (including, without limitation, any accelerated vesting, or payment of stock options or other awards) (collectively, the “Total Payments”) is or will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then the Total Payments will be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) will be one dollar ($1) less than the amount that would cause the Total Payments to be subject to the Excise Tax; provided that such reduction to the Total Payments will be made only if the total after-tax benefit to you is greater after giving effect to such reduction than if no such reduction had been