Common use of Procedures Related to Section 280G Clause in Contracts

Procedures Related to Section 280G. For the purposes of this Article 4, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of section 280G of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of the Accountant, does not constitute a "parachute payment" within the meaning of section 280G of the Code, including by reason of section 280G(b)(4)(A) of the Code, (iii) the Severance Payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (ii) in their entirety constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deduction by reason of section 280G of the Code, in the opinion of the Accountant, and (iv) the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code.