Common use of Certain Limits Clause in Contracts

Certain Limits. Unless the Company provides otherwise by a separate written agreement or plan covering the Participant, if a Participant would be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) on the amounts payable under this Award Agreement and other amounts or benefits the Participant receives from a. the Company, b. any person whose actions result in a change of ownership covered by Code Section 280G(b)(2) or c. any person affiliated with the Company or person, required to be included to calculate parachute payments under Code Sections 280G and 4999, the amounts vested under this Award Agreement shall be reduced automatically to an amount one dollar less than that which, when combined with other amounts, would subject the Participant to the excise tax.