Common use of ALTERNATIVE TO THE GROSS-UP PAYMENT Clause in Contracts

ALTERNATIVE TO THE GROSS-UP PAYMENT. Notwithstanding anything to the contrary in this Agreement, Executive hereby agrees that the Payments to be made to Executive shall be reduced (and no Gross-up Payment will be paid to Executive) so that none of the Payments constitute "parachute payments" within the meaning of Section 280G(b)(2) of the Code, if, and only if, the Accounting Firm determines that such reduction would result in the aggregate after excise tax (but before income tax) value of the Payments so reduced being no more than $20,000 less than the after excise tax (but before income tax) value of the sum of the Payments and the relevant Gross-up Payment (assuming that the Payments had not been reduced and a Gross-up Payment was paid to Executive).