Common use of Benefit Limitation Clause in Contracts

Benefit Limitation. In the event that (i) one or more payments to which the Executive becomes entitled in accordance with the provisions of the Employment Agreement would otherwise constitute a parachute payment under Code Section 280G and (ii) the Executive is not otherwise, pursuant to the provisions of the Employment Agreement or Appendix I to such Agreement, entitled to the Special Tax Payment with respect to those payments, then such payments will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any Code Section 4999 excise tax imposed on the payments provided to the Executive under the Employment Agreement (or the VERITAS Change in Control Agreement). All determinations and calculations required pursuant to this paragraph shall be performed by the Independent Auditors in accordance with procedures substantially the same as those set forth in Appendix I to the Employment Agreement, and to the extent any reduction should be required under this paragraph, the Executive shall designate the specific payment or payments to be so reduced.