Common use of Parachute Payment Clause in Contracts

Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, if the benefits otherwise payable under this Agreement would cause an excise tax to be payable under the excess parachute rules of Section 280G of the Code, such benefits shall be cut back to the minimum extent necessary so that no excise tax will be payable; provided, further, that no payment shall be made hereunder if such payment would constitute a prohibited golden parachute payment or any other prohibited payment under applicable regulatory law, rule or regulation.