Common use of Maximum Payments Clause in Contracts

Maximum Payments. Notwithstanding any other provisions of this Agreement, in the event that any of the Total Payments would not be deductible (in whole or in part), by the Corporation, an affiliate or Person making such payment or providing such benefit as a result of section 280G of the Code, then, to the extent necessary to make the Total Payments deductible in their entirety (and after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in any other plan, arrangement or agreement pursuant to which any of the Total Payments are paid), the cash Severance Payments shall first be reduced, and all other Severance Payments shall thereafter be reduced; provided however that the Executive may elect to have the noncash Severance Payments reduced (or eliminated) prior to any reduction of the cash Severance Payments.