Common use of Limitation on Payments and Benefits Clause in Contracts

Limitation on Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment” within the meaning of Section 280G of the Code or any successor provision thereto(which the parties agree will not include any portion of payments allocated to the non-solicitation and non-compete provisions of Article VII which are classified as payments of reasonable compensation for purposes of Section 280G of the Code), then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary so that no portion of any such payment or benefit as so reduced constitutes an Excess Parachute Payment.