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). These provisions (sometimes referred to as a valley provision, better-off or better-of cutback or net-better cutback) provide for the executive's payments and benefits to be reduced to the maximum amount that does not trigger the excise tax unless the executive would be better off (on an after-tax basis) receiving all payments and benefits and paying all excise and income taxes. These Standard Clauses have integrated drafting notes with important explanations and drafting tips.