Common use of Limitation of Amount Clause in Contracts

Limitation of Amount. Notwithstanding anything in this Agreement to the contrary, if any of the compensation or benefits payable, or to be provided, to the Employee by the Company under this Agreement or otherwise are treated as Excess Severance Payments (whether alone or in conjunction with payments or benefits outside of this Agreement), the compensation and benefits provided under this Agreement or otherwise shall be modified or reduced in the manner provided in Section 6(g)(ii) below to the extent necessary so that the compensation and benefits payable or to be provided to the Employee under this Agreement that are treated as Severance Payments, as well as any compensation or benefits provided outside of this Agreement that are so treated, shall not cause the Company to have paid an Excess Severance Payment. In computing such amount, the parties shall take into account all provisions of Section 280G of the Code, and the regulations thereunder, including making appropriate adjustments to such calculation for amounts established to be Reasonable Compensation, and for amounts paid to the Employee as consideration for the Employee’s non-competition obligation under Section 8 of this Agreement. The determinations under this Section 6(g)(i) with regard to Excess Severance Payments shall be made by an independent accounting firm selected by the Company and the Employee, which shall provide detailed supporting calculations to the parties.