Common use of Code Section 280G Cap Clause in Contracts

Code Section 280G Cap. Notwithstanding any other provision of this Contract, if (a) part or all of any compensation and benefits to be paid to Employee by or on behalf of UBI or any affiliate, whether under this Contract or otherwise, constitute a "parachute payment" (or payments) under Section 280G or any other similar provision of the Code, and (b) if the aggregate present value of such parachute payments (the "Parachute Amount") exceeds 2.99 times Employee's "base amount" as defined in Section 280G of the Code, then the amounts otherwise payable to or for the benefit of Employee under this Contract and taken into account in calculating the Parachute Amount shall be adjusted to the extent necessary to equate the Parachute Amount with 2.99 times Employee's "base amount." The adjustments permitted under this paragraph may include the elimination of payments and the reduction of the amount of any payments.