Common use of Section 280G Treatment Clause in Contracts

Section 280G Treatment. Notwithstanding any other provision of this Agreement, if (a) there is a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code (the “Code”), and (b) payments to be made to Executive under this Agreement would create an “excess parachute payment” within the meaning of Section 280G of the Code, then the Company shall (at Executive’s option) make the payments in substantially equal installments, the first installment being due within thirty days after the date of termination and each subsequent installment being due on January 31st of each year, such that the aggregate present value of all payments, whether pursuant to this Agreement or otherwise, will be as close as possible to, but not exceed, three times Executive’s base amount, within the meaning of Section 280G.