Common use of Limit on Payments Clause in Contracts

Limit on Payments. It is the intention of the Company and Employee that no portion of the payment made under this Agreement, or payments to or for Employee under any other agreement or plan, be deemed to be an excess parachute payment as defined in section 280G of the Code or any successor provision. The Company and Employee agree that the present value of any payment hereunder and any other payment to or for the benefit of Employee in the nature of compensation, receipt of which is contingent on a Change in Control of the Company, and to which section 280G of the Code or any successor provision thereto applies, shall not exceed an amount equal to one dollar less than the maximum amount that Employee may receive without becoming subject to the tax imposed by section 4999 of the Code or any successor provision or which the Company may pay without loss of deduction under section 280G of the Code or any successor provisions. Present value for purposes of this Agreement shall be calculated in accordance with section 1274(b)(2) of the Code or any successor provision. In the event that the provisions of sections 280G and 4999 of the Code or any successor provisions are repealed without succession, this Section 3 shall be of no further force or effect.