Common use of Reduction in Payment Clause in Contracts

Reduction in Payment. Except as otherwise provided in an Employment Agreement, if payments made to Employee by the Company, including payments pursuant to the Award, are considered “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then such Award payment due under this agreement will be reduced, but not below zero, such that the sum of the payments to the Employee under the Award plus any other payments to the Employee by the Company shall be limited to the greatest amount which may be paid to the Employee without causing a loss of deduction to the Company under Section 280G of the Code or an excise tax liability to the Employee under Section 4999 of the Code.