Common use of No Mitigation; Limited Offset Clause in Contracts

No Mitigation; Limited Offset. The Company agrees that, if Executive’s employment with the Company terminates during the Term, Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to Executive by the Company pursuant to this Agreement. Further, the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company (unless such amount is evidenced by a promissory note signed by the Executive and, in accordance with requirements of Treas. Reg. §1.409A-3(j)(xiii), the amount offset hereunder with reference to any such note shall not exceed $5,000 in any taxable year of Executive and any such offset shall be made at the same time and in the same amount as otherwise would be due and collected from Executive pursuant to any such note), or otherwise.