Common use of Compliance with Code Section 280G Clause in Contracts

Compliance with Code Section 280G. (a) Any payment or benefit received or to be received by the Executive under the terms of this Agreement or any other plan, arrangement or agreement with the Company or other entity (collectively, the “Payments”) in connection with a Change in Control that would constitute a “parachute payment” within the meaning of Section 280G of the Code shall be reduced to the extent necessary so that no portion of the Payments shall be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made.