Common use of Compliance with Section 280G Clause in Contracts

Compliance with Section 280G. If the value of any compensation provided pursuant to this Agreement or otherwise (including without limitation pursuant to any Severance Agreement) is counted as a “parachute payment” within the meaning of Code Section 280G(b)(2), and the value of all such parachute payments and benefits would exceed 299% of the “base amount” applicable to the Employee under Code Section 280G, then the aggregate amount of all payments and benefits to which Employee is entitled under this Agreement and all other agreements, plans and arrangements shall be reduced to the minimum extent necessary so that the aggregate present value of such payments equals no more than 299% of Employee’s “base amount.” If a reduction to the payments and benefits to which Employee is entitled under this Agreement and all other agreements, plans and arrangements is required pursuant to this Section 3.3.3, such reduction shall occur to the payments, vesting or other benefits in the order that results in the greatest economic present value of all payments and benefits actually made to Employee. The determination of the amount of the payments and benefits paid and payable to the Employee and whether and to what extent reduction or the elimination of any amounts payable are required to be made will be made at Nobel Learning’s expense by a qualified independent professional selected by the Company. In the event of any underpayment or overpayment to the Employee, the amount of such underpayment or overpayment will be, as promptly as practicable, paid by the Company to the Employee or refunded by the Employee to the Company, as the case may be.