These Standard Clauses can be used in an executive employment agreement or change in control agreement to address the imposition of the excise tax and loss of deductibility under Sections 280G and 4999 of the Internal Revenue Code (Code) (applicable to certain payments and benefits payable in connection with a change in control). This safe harbor cutback provision generally provides that if the excise tax and loss of deductibility under Code Sections 280G and 4999 are triggered, then the payments and benefits are reduced to the maximum amount that does not trigger the excise tax and loss of deductibility. These Standard Clauses have integrated drafting notes with important explanations and drafting tips.