Common use of Parachute Payment Reduction Clause in Contracts

Parachute Payment Reduction. Notwithstanding any other --------------------------- provisions of this Agreement, any amounts payable under this Agreement (including but not limited to severance payments) shall be limited to the maximum amount that may be paid so that no such payment will, when combined with all other amounts to be received by the Employee upon a change in control (described in Section 280G(b)(2)(A) of the Code), constitute a "parachute payment" (defined in Section 280G(b)(2) of the Code) and so that no "excess parachute payments" (defined in Section 280G(b)(1) of the Code) made to the Employee are taxable to the Employee pursuant to Section 4999 of the Code. The parties intend that the Employee shall receive the maximum payments permissible that are not subject to the taxes described in Sections 280G and 4999 of the Code and shall interpret this provision in accordance with such intention. In further accord with such intention, nothing herein shall be construed to limit the Employee's right to receive payments that do not exceed reasonable compensation for services or to receive payments that are otherwise not taken into account in calculating "parachute payments" under Section 280G of the Code.

Parachute Payment Reduction. Notwithstanding any other --------------------------- provisions of --------------------------- this Agreement, any amounts payable under this Agreement (including but not limited to severance payments) shall be limited to the maximum amount that may be paid so that no such payment will, when combined with all other amounts to be received by the Employee upon a change in control (described in Section 280G(b)(2)(A) of the Code), constitute a "parachute payment" (defined in Section 280G(b)(2) of the Code) and so that no "excess parachute payments" (defined in Section 280G(b)(1) of the Code) made to the Employee are taxable to the Employee pursuant to Section 4999 of the Code. The parties intend that the Employee shall receive the maximum payments permissible that are not subject to the taxes described in Sections 280G and 4999 of the Code and shall interpret this provision in accordance with such intention. In further accord with such intention, nothing herein shall be construed to limit the Employee's right to receive payments that do not exceed reasonable compensation for services or to receive payments that are otherwise not taken into account in calculating "parachute payments" under Section 280G of the Code.