Common use of Limitation on Payment Clause in Contracts

Limitation on Payment. If the Executive is a “disqualified individual” within the meaning of Code Section 280G, the parties expressly agree that the payments described in this Agreement and all other payments to the Executive under any other agreements or arrangements with any persons that constitute “parachute payments” within the meaning of Section 280G of the Code shall collectively be subject to an overall maximum limit (the “Code Section 280G Limit”). In such case, the aggregate amount of any payments under this Agreement shall not exceed the Code Section 280G Limit. The Code Section 280G Limit shall be One Dollar ($1.00) less than the aggregate amount that would otherwise cause any such payments to be considered a “parachute payment” within the meaning of Section 280G of the Code, as determined by the Company. Accordingly, to the extent that the payments would be considered a “parachute payment” with respect to the Executive, then the portions of such payments shall be reduced or eliminated in the following order until the remaining payments with respect to the Executive can be fully paid within the Code Section 280G Limit. (a) First, any cash payment to the Executive; (b) Second, any “parachute payments” not described in this Agreement; and (c) Third, any forgiveness of indebtedness of the Executive to the Company. The Executive expressly and irrevocably waives any and all rights to receive any “parachute payments” that exceed the Code Section 280G Limit.

Limitation on Payment. If In the event that the Executive is a “"disqualified individual” " within the meaning of Code Section 280GG of the Internal Revenue Code of 1986, as amended ("the Code"), the parties expressly agree that the payments described in Paragraph 6 of this Agreement and all other payments to the Executive under any other agreements or arrangements with any persons that constitute “"parachute payments” " within the meaning of Section 280G of the Code shall are collectively be subject to an overall maximum limit (the “Code Section 280G Limit”). In such case, the aggregate amount of any payments under this Agreement shall not exceed the Code Section 280G Limitlimit. The Code Section 280G Limit maximum limit shall be One Dollar ($1.00) less than the aggregate amount that would otherwise cause any such payments to be considered a “"parachute payment” " within the meaning of Section 280G of the Code, as determined by the CompanyCorporation. Accordingly, to the extent that the payments would be considered a “"parachute payment” " with respect to the Executive, then the portions of such payments shall be reduced or eliminated in the following order until the remaining payments with respect to the Executive can be fully paid are within the Code Section 280G Limitmaximum described in this Paragraph 7. (a) First, any cash payment to the Executive; (b) Second, any “"parachute payments” " not described in this Agreement; and (c) Third, any forgiveness of indebtedness of the Executive to the CompanyCorporation. The Executive expressly and irrevocably waives any and all rights to receive any “"parachute payments” " that exceed the Code Section 280G Limitmaximum limit described in this Paragraph 7.

Limitation on Payment. If the Executive is a “disqualified individual” within the meaning of Code Section 280G, the parties expressly agree that the payments described in this Agreement and all other payments to the Executive under any other agreements or arrangements with any persons that constitute “parachute payments” within the meaning of Section 280G of the Code shall collectively be subject to an overall maximum limit (the “Code Section 280G Limit”). In such case, the aggregate amount of any payments under this Agreement shall not exceed the Code Section 280G Limit. The Code Section 280G Limit shall be One Dollar ($1.00) less than the aggregate amount that would otherwise cause any such payments to be considered a “parachute payment” within the meaning of Section 280G of the Code, as determined by the Acquired Company. Accordingly, to the extent that the payments would be considered a “parachute payment” with respect to the Executive, then the portions of such payments shall be reduced or eliminated in the following order until the remaining payments with respect to the Executive can be fully paid within the Code Section 280G Limit. (a) First, any cash payment to the Executive; (b) Second, any “parachute payments” not described in this Agreement; and (c) Third, any forgiveness of indebtedness of the Executive to the Acquired Company. The Executive expressly and irrevocably waives any and all rights to receive any “parachute payments” that exceed the Code Section 280G Limit.