Common use of Modified Section 280G Cutback Clause in Contracts

Modified Section 280G Cutback. (a) Notwithstanding any other provision of this agreement or the Plan, except as set forth in Section 8(b), in the event that MicroStrategy undergoes a “Change in Ownership or Control” (as defined below), the Company shall not be obligated to provide to Participant a portion of any “Contingent Compensation Payments” (as defined below) that the Participant would otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Section 280G(b)(1) of the Code) for the Participant. For purposes of this Section 8, the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.”