Common use of Section 280G Reduction Clause in Contracts

Section 280G Reduction. Notwithstanding any other provision of this Agreement, if the value and amounts of benefits under this Agreement, together with any other amounts and the value of benefits received or to be received by Executive in connection with a change in control would cause any amount to be nondeductible for federal income tax purposes pursuant to 26 U.S.C. Section 280G of the Code, then amounts and benefits under this Agreement shall be reduced (not less than zero) to the extent necessary so as to maximize amounts and the value of benefits to Executive without causing any amount to become nondeductible pursuant to or by reason of such Section 280G. Executive shall determine the allocation of such reduction among payments and benefits to Executive.