Common use of Excess Parachute Payments and Limited Tax Gross-Up Clause in Contracts

Excess Parachute Payments and Limited Tax Gross-Up. (a) Reduce if Less Than 20% Excess. In the event that the Company’s independent accountants acting as auditors for the Company determine that the aggregate amount of a Change in Control Payment, Retention Bonus, and other compensation provided herein (collectively the “Parachute Amount”) otherwise payable to Executive hereunder constitute “excess parachute payments” within the meaning of Section 280G of the Code and any regulations hereunder, and the amount of the Parachute Amount which exceeds the permissible Section 280G limit is less than 20% of the aggregate amount of the Parachute Payment, such Parachute Payment shall be reduced to the point that such Parachute Payment shall not be “excess parachute payments” under the Code.