Common use of Limitation on Change of Control Payments Clause in Contracts

Limitation on Change of Control Payments. Employee shall not be entitled to receive any Change of Control Action, as defined below, which would constitute an "excess parachute payment" for purposes of Code Section 280G, or any successor provision, and the regulations thereunder. In the event any Change of Control Action payable to Employee would constitute an "excess parachute payment," then the acceleration of the exercisability of such stock options and the payments to such Participant pursuant to this Paragraph 9 shall be reduced to the largest extent or amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code. For purposes of this Paragraph 9, a "Change of Control Action" shall mean any payment, benefit or transfer of property in the nature of compensation paid to or for the benefit of Employee under any arrangement which is considered contingent on a Change of Control for purposes of Code Section 280G, including, without limitation, any and all salary, bonus, incentive, restricted stock, stock option, compensation or benefit plans, programs or other arrangements, and shall include benefits payable under this Agreement.

Limitation on Change of Control Payments. Employee shall not be entitled to receive any Change of Control Action, as defined below, which would constitute an "“excess parachute payment" ” for purposes of Code Section 280G, or any successor provision, and the regulations thereunder. In the event any Change of Control Action payable to Employee would constitute an "“excess parachute payment," ” then the acceleration of the exercisability of such stock options and the payments to such Participant pursuant to this Paragraph 9 shall be reduced to the largest extent or amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code. For purposes of this Paragraph 9, a "“Change of Control Action" ” shall mean any payment, benefit or transfer of property in the nature of compensation paid to or for the benefit of Employee under any arrangement which is considered contingent on a Change of Control for purposes of Code Section 280G, including, without limitation, any and all salary, bonus, incentive, restricted stock, stock option, compensation or benefit plans, programs or other arrangements, and shall include benefits payable under this Agreement.