Common use of Limitation of Payments Clause in Contracts

Limitation of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then the amount payable to the Executive pursuant to paragraph (a)(i) of Section 5 of this Agreement shall be reduced so that it is the maximum amount which can be paid without any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) being subject to the excise tax imposed by Section 4999 of the Code.