Common use of Maximum Payment Limit Clause in Contracts

Maximum Payment Limit. 3.2.1. If any payment or benefit due under this Agreement, together with all other payments and benefits that Employee receives, or is entitled to receive, from the Company or any of its subsidiaries, affiliates or related entities, would (if paid or provided) constitute an Excess Parachute Payment, the amounts otherwise payable and benefits otherwise due under this Agreement will be limited to the minimum extent necessary to ensure that no portion thereof will fail to be tax-deductible to the Company by reason of Section 280G of the Code. The determination of whether any payment or benefit would (if paid or provided) constitute an Excess Parachute Payment will be made by the Board, in its sole discretion, based on the advice of the Company's auditors. 3.2.2. If, notwithstanding the initial application of Section 3.2.1, the Internal Revenue Service determines that any amount paid or benefit provided to Employee would constitute an Excess Parachute Payment, Section 3.2.1 will be reapplied based on the Internal Revenue Service's determination and any Overpayment will be deemed to be a loan from the Company to Employee. Employee will be required to repay that loan immediately upon receipt of written notice of the applicability of this section, together with interest from the date the Overpayment was paid to Employee (determined at the applicable federal rate in effect under Section 1274(d) of the Code as of the date of the Overpayment).