Common use of Limitation on Compensation Clause in Contracts

Limitation on Compensation. Notwithstanding Section 4 of the Retention Agreement, if any portion of the compensation under the Retention Agreement, or under any other agreement with or plan of the Company (in the aggregate "Total Payments") would constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code (the "Code") then the payments to be made to Executive under the Retention Agreement shall be reduced such that the value of the aggregate Total Payments that Executive is entitled to receive shall be one dollar ($1) less than the maximum amount which Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code, or which the Company or Xxxxx may pay without loss of deduction under Section 280G of the Code. The calculation of such potential excise tax liability, as well as the method in which the compensation reduction is applied, shall be conducted and determined by Xxxxx'x independent accountants whose determinations shall be binding on all parties.

Limitation on Compensation. Notwithstanding Section 4 of anything to the contrary in this Retention Agreement, if any portion of the compensation under the Retention Agreement, or under any other agreement with or plan of the Company (in the aggregate "Total Payments") would constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code (the "Code") then the payments to be made to Executive under the Retention Agreement shall be reduced such that the value of the aggregate Total Payments that Executive is entitled to receive shall be one dollar ($1) less than the maximum amount which Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code, or which the Company or Xxxxx may pay without loss of deduction under Section 280G of the Code. The calculation of such potential excise tax liability, as well as the method in which the compensation reduction is applied, shall be conducted and determined by Xxxxx'x the Company's independent accountants whose determinations shall be binding on all parties.

Limitation on Compensation. Notwithstanding Section 4 of anything to the contrary in this Retention Agreement, if any portion of the compensation under the Retention Agreement, or under any other agreement with or plan of the Company (in the aggregate "“Total Payments"”) would constitute an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code (the "“Code"”) then the payments to be made to Executive under the Retention Agreement shall be reduced such that the value of the aggregate Total Payments that Executive is entitled to receive shall be one dollar ($1) less than the maximum amount which Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code, or which the Company or Xxxxx may pay without loss of deduction under Section 280G of the Code. The calculation of such potential excise tax liability, as well as the method in which the compensation reduction is applied, shall be conducted and determined by Xxxxx'x the Company’s independent accountants whose determinations shall be binding on all parties.