Common use of Certain Limitations on Payments by the Company Clause in Contracts

Certain Limitations on Payments by the Company. Notwithstanding any other provision of this Agreement to the contrary, if tax counsel selected by the Company and reasonably acceptable to Executive determines that any portion of any payment under this Agreement would constitute an “excess parachute payment” under Section 280G of the Code, then the payments to be made to Executive under this Agreement shall be reduced (but not below zero) such that the value of the aggregate payments that Executive is entitled to receive under this Agreement and any other agreement or plan or program of the Company shall be one dollar ($1) less than the maximum amount of payments which Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code.

Certain Limitations on Payments by the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if tax counsel selected by the Company and reasonably acceptable to the Executive determines that any portion of any payment under this Agreement would constitute an “"excess parachute payment” " under Section 280G of the Internal Revenue Code, then the payments to be made to the Executive under this Agreement shall be reduced (but not below zero) such that the value of the aggregate payments that the Executive is entitled to receive under this Agreement and any other agreement or plan or program of the Company shall be one dollar ($1) less than the maximum amount of payments which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Internal Revenue Code. Article 3.