Common use of Code Section 162(m) Clause in Contracts

Code Section 162(m). Notwithstanding anything in this Agreement to the contrary, the Parties agree to negotiate in good faith regarding any alternative treatment of any outstanding long-term incentive award, annual incentive award or other compensation to which any Cardinal Health Participant or CareFusion Participant who is a “covered employee” of the Cardinal Health Group or the CareFusion Group (within the meaning of Section 162(m) of the Code), respectively, may be entitled to ensure that the payment of such long-term incentive award, annual incentive award or other compensation is deductible by the Party responsible for the payment thereof or otherwise entitled to the deduction related thereto.