Common use of Parachute Limitation Clause in Contracts

Parachute Limitation. Notwithstanding anything herein to the contrary, if any amount or distribution by the Company to or for the benefit of Executive (whether or not paid or distributed pursuant to the terms of this Agreement or otherwise) would subject Executive to an excise tax under Section 4999 of the Code (such excise tax, together with any interest and penalties thereon, hereinafter referred to as the "Excise Tax") on "excess parachute payments," as defined in Section 280G of the Code, the amounts payable under Section 4 (and any other necessary amounts) shall be reduced by the smallest amount necessary to avoid the imposition of the Excise Tax. 4 4