Common use of Repayment of Compensation Clause in Contracts

Repayment of Compensation. In the event that either (a) all or any portion of the amounts payable and benefits provided to the Executive under this Agreement from and after the date hereof are disallowed by the Internal Revenue Service as deductible expenses on grounds that they do not constitute a "reasonable allowance" of compensation and/or (b) such amounts and benefits are deemed by a court of competent jurisdiction (the "court") to constitute a waste of corporate assets, Executive agrees to reimburse to MFI such amounts and benefits to the extent of the disallowance and/or the amount of payments and benefits deemed to constitute such waste within thirty (30) days after MFI has notified Executive of the amount so disallowed and/or characterized. Executive hereby also agrees to any modification of the terms of this Agreement which MFI deems necessary and/or appropriate in light of the Internal Revenue Service's disallowance and/or the court's finding.