Common use of Limitation on Certain Payments Clause in Contracts

Limitation on Certain Payments. Notwithstanding anything herein to the contrary, in the event that the Executive shall become entitled to payments pursuant to Section 9(d)(ii) hereof ("Change of Control Payments"), if the value of the Change of Control Payments plus any other amount that is paid or distributed or distributable to the Executive would constitute an excess parachute payment under Section 280G of the Code, the amount payable or distributable to or for the benefit of the Executive hereunder shall be reduced to the Alternate Payment. The "Alternate Payment" shall be an amount expressed in present value which maximizes the aggregate present value of the amounts payable or distributable to the Executive hereunder without causing any such amounts to be nondeductible by the Company pursuant to Section 280G of the Code. The value of the Change of Control Payments shall be determined in accordance with temporary or final regulations, if any, promulgated under Section 280G of the Code and based upon the advice of counsel selected by the Company's independent auditors. The value of any noncash benefit or any deferred payment or benefit shall be determined in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.