Common use of Acceleration of Payments Clause in Contracts

Acceleration of Payments. Notwithstanding anything contained in Sections l or 3 of this Agreement that might otherwise be to the contrary, the Company's Board of Directors shall have the power in its discretion to pay the total amount of any Monthly Executive Compensation Benefit payments that may become payable under this Agreement either in a single sum or in a lesser number of installments than if payments were made monthly as would otherwise be provided in Sections l or 3. If the Company's Board of Directors decides to pay Executive's Monthly Executive Compensation Benefit as a single sum, or in such lesser number of installments, then the dollar amount(s)) owed by the Company to Executive or Executive's Beneficiary under this Agreement shall be less than the sum of the nominal dollar amounts that would otherwise be owed under Sections l or 3 in order to take into account the time value of money. The dollar amounts that shall be owed by the Company under this Agreement in the case of a single sum payment or payment in a lesser number of installments than would otherwise be made in Sections l or 3 shall be the amount determined by: (a) discounting to present value, using generally accepted accounting principles, the stream of payments that would otherwise be payable under Sections l or 3 assuming that Executive's Compensation Period lasted for as long as necessary to exhaust the Company's payment obligation under Sections l or 3 (taking into account any reduction of such obligation provided for by Section 2 of this Agreement), and assuming an interest rate reasonably approximate to the interest rate that the Company would pay a commercial lender in connection with a loan to the Company, made at the time the payment is made, of an amount approximately equal to the amount(s)) to be paid to Executive under Sections l or 3 of this Agreement, and for a term reasonably approximate to the period over which such payments would be made; and, (b) increasing, if appropriate, to future value, using the same principles used in subparagraph (a) above, the payment(s) actually to be made, taking into account the time(s) when such payment(s)) is/are actually to be made.

Acceleration of Payments. Notwithstanding anything contained in Sections l or 3 of this Agreement that might otherwise be The Company shall not have a unilateral right to accelerate the contrary, the Company's Board of Directors shall have the power in its discretion to pay the total amount payment of any Monthly Executive Compensation Benefit payments that may become benefits payable under this Agreement either in a single sum or in a lesser number of installments than if payments were made monthly as would otherwise be provided in Sections l or 3Agreement. If the Company's Board of Directors decides to pay Executive's Monthly Executive Compensation Benefit as a single sumEmployee (or, or in such lesser number of installments, then the dollar amount(s)) owed by the Company to Executive or Executive's Beneficiary under this Agreement shall be less than the sum of the nominal dollar amounts that would otherwise be owed under Sections l or 3 in order to take into account the time value of money. The dollar amounts that shall be owed by the Company under this Agreement in the case of a Employee's death or mental incapacity, his Beneficiary or Spouse, as applicable under Section 6(a), or the duly appointed representative of his person or estate) may request in writing an acceleration of the payment of any benefits payable under this Agreement, provided that the Company shall have the sole discretion to determine whether any such acceleration will be permitted and the Company may establish standards for permitting such accelerated distributions. In the event such acceleration is approved by the Company, the amount payable will be the single sum payment present value of the payments otherwise due Employee and shall be determined in accordance with the following: (i) If, at the time of such acceleration, Employee has already commenced receiving Early Retirement Payments or payment in a lesser number of installments than would otherwise be made in Sections l or 3 Salary Continuation Payments, the amount payable shall be the amount determined by:single sum present value of the scheduled Early Retirement Payments or Salary Continuation Payments (using the mortality table and interest rate assumptions set forth in clause (iv) below), whether such payments are payable in the normal form under Section 2(b) or Section 3(c), or as a Joint and Survivor Annuity under Section 2(d) or Section 3(f). (aii) discounting If, at the time of such acceleration, Employee has not yet commenced receiving Early Retirement Payments or Salary Continuation Payments, Employee shall be assumed to have continued his employment with the Company and elected to commence his retirement on the date ranging from age 55 to age 65 (the "Maximum Benefit Date") that will result in his receiving on the acceleration payment date the greatest single sum present valuevalue benefit (of Early Retirement Payments or Salary Continuation Payments, as the case may be) that could be paid to Employee (using generally accepted accounting principlesthe mortality table and interest rate assumptions set forth in clause (iv) below). (iii) In addition, in the event Employee has been terminated without Cause at any time following a Change in Control (or a Voluntary Termination has occurred within six months prior to, or within 24 months following, the stream date of payments that would otherwise be payable under Sections l or 3 assuming that Executive's Compensation Period lasted for as long as necessary to exhaust the Company's payment obligation under Sections l or 3 (taking into account any reduction of such obligation provided for by Section 2 of this Agreementa Change in Control), and assuming at the time of such acceleration Employee has not yet commenced receiving Early Retirement Payments, the single sum present value benefit otherwise payable to Employee under clause (ii) above shall be increased by a percentage equal to: (x) the average annual percentage increase in the U.S. consumer price index -- all cities -- urban consumers, published by the U.S. Department of Labor (or if no longer published, such other mutually agreed index) over the preceding 20 years, multiplied by (y) the number of years (and partial years determined on a monthly basis) between the date of such termination and the Maximum Benefit Date. (iv) The calculations under this Section 6(b) shall be made by applying the mortality tables prescribed in Code Section 417(e), and an interest rate reasonably approximate to that is the lesser of (x) six percent or (y) the interest rate that used by the Company would pay Pension Benefit Guaranty Corporation (or its successor organization) as of the first day of the calendar year in which the acceleration occurs to value immediate annuities on termination of a commercial lender in connection with a loan to the Company, made at the time the payment is made, of an amount approximately equal to the amount(s)Code Section 401(a) to be paid to Executive under Sections l or 3 of this Agreement, and for a term reasonably approximate to the period over which such payments would be made; and, (b) increasing, if appropriate, to future value, using the same principles used in subparagraph (a) above, the payment(s) actually to be made, taking into account the time(s) when such payment(s)) is/are actually to be madequalified defined benefit pension plan.

Acceleration of Payments. Notwithstanding anything contained in Sections l or 3 of this Agreement that might otherwise be to the contrary, the Company's Board of Directors shall have the power in its discretion to pay the total amount of any Monthly Executive Compensation Benefit payments that may become payable under this Agreement either in a single sum or in a lesser number of installments than if payments were made monthly as would otherwise be provided in Sections l or 3. If the Company's Board of Directors decides to pay Executive's Monthly Executive Compensation Benefit as a single sum, or in such lesser number of installments, then the dollar amount(s)) owed by the Company to Executive or Executive's Beneficiary under this Agreement shall be less than the sum of the nominal dollar amounts that would otherwise be owed under Sections l or 3 in order to take into account the time value of money. The dollar amounts that shall be owed by the Company under this Agreement in the case of a single sum payment or payment in a lesser number of installments than would otherwise be made in Sections l or 3 shall be the amount determined by: (a) discounting to present valueNetplex represents, using generally accepted accounting principleswarrants, covenants and agrees that at and upon the closing of any transaction involving any sale, transfer, pledge or other disposition of all or any material amount of the assets of Netplex's Systems Integration Business, currently based in Charlotte (the "SI Business"), including, without limitation, the stream Rights Offering (hereinafter defined) (any ~ such transaction to be referred to herein as a "Sale of payments that would otherwise be payable under Sections l or 3 assuming that Executive's Compensation Period lasted for as long as necessary to exhaust the Company's payment obligation under Sections l or 3 (taking into account any reduction of such obligation provided for by Section 2 of this AgreementSI Business"), and assuming an interest rate reasonably approximate to the interest rate that the Company would pay a commercial lender in connection with a loan to the Company, made at the time the payment is made, of an amount approximately equal to the amount(s)schedule outlined in paragraph A.2 shall become immediately accelerated and due and payable as described in paragraph A.3(b) to be paid to Executive under Sections l or 3 of this Agreement, and for a term reasonably approximate to the period over which such payments would be made; and,hereof. (b) increasingNetplex has made DSA aware of Netplex's intention to issue a rights offering to its existing shareholders (the "Rights Offering"), if appropriatewhich will enable these shareholders to purchase common stock in a new company that will be named "Netplex Systems, to future valueInc." (the "New Company") that will include, using the same principles used in subparagraph (a) aboveamong other assets, the payment(s) actually SI Business. This Rights Offering is expected to be mademade as soon as market conditions allow. With respect to any proceeds generated by the Rights Offering or any other Sale of the SI Business, taking the parties agree as follows: (i) Within twenty-four (24) hours of the receipt of the proceeds of the Rights Offering or any other Sale of the SI Business into its account, Netplex agrees to pay to DSA a sum equal to 50% of the cash proceeds, less expenses and commissions in the event of the Rights Offering, excluding the first One Million Dollars ($1,000,000) received by the New Company or Netplex, as the case may be, up to a maximum cash payment to DSA of Seven Hundred Thousand Dollars ($700,000). Payment of the amount referenced in this paragraph shall be made by Wire or Cashier's or Certified Check made payable to "Data Systems Analysts, Inc." and delivered to the undersigned counsel for DSA, or such bank account as such counsel shall direct. (ii) On or before Xxxxx 00, 0000, Xxxxxxx agrees to make a further cash payment to DSA in the time(samount of the difference between the amount received by DSA in accordance with paragraph A.3.(b)(i) when hereof and Nine Hundred Thousand Dollars ($900,000). On or before June 30, 2002 and December 31, 2002, Netplex agrees to make the additional payments required in accordance with paragraphs A.2(b) and A.2(c) hereof. Payment of the amount referenced in this paragraph shall be made by Wire or Cashier's or Certified Check made payable to "Data Systems Analysts, Inc." and delivered to the undersigned counsel for DSA, or such payment(s)bank account as such counsel shall direct. (c) is/are actually In the event that the Rights Offering is not completed or fails to be madegenerate proceeds net of commissions and expenses of more than One Million Dollars (US $1,000,000) or no other Sale of the SI Business occurs, Netplex is bound to meet the payment schedule outlined in paragraph A.2 hereof.

Acceleration of Payments. Notwithstanding anything contained in Sections l or 3 Upon the occurrence of this Agreement that might otherwise be an Event of Default (as defined below), then, subject to the contraryBuyer’s offset rights set forth in this Agreement, the Company's Board of Directors shall have the power in its discretion to pay the total entire amount of the unpaid Purchase Price (i.e., any Monthly Executive Compensation Benefit payments that may become payable under this Agreement either in a single sum or in a lesser number of installments than if payments were made monthly as would otherwise be provided in Sections l or 3. If the Company's Board of Directors decides to pay Executive's Monthly Executive Compensation Benefit as a single sum, or in such lesser number of installments, then the dollar amount(s)unpaid Annual Payments and Earn-Out Consideration earned hereunder) owed by the Company to Executive or Executive's Beneficiary under this Agreement shall be less than due and payable to Seller, and the sum Buyer shall pay all unpaid Annual Payments, Earn-Out Consideration (to the extent payable), and any accrued and unpaid Additional Payments earned hereunder to the Seller if such Event of Default is not cured or waived. As used herein, “Event of Default” shall mean: (i) the failure of the nominal dollar amounts that would otherwise be owed under Sections l Buyer to make any of the following payments when due and payable (x) Annual Payment, (y) Earn-Out Consideration payment or 3 in order (z) Additional Payment to take into account the time value of money. The dollar amounts that shall be owed by the Company under this Agreement Seller, in the case of each of clauses (x), (y) and (z) not later than five (5) days after receipt of notice in respect of any such failure; or (ii) the occurrence of an Iconix Default Event (as such term is defined in, and pursuant to, the Operating Agreement); provided, however, that if the Buyer asserts a single sum right to offset all or any portion of any such payment on or prior to the date when due pursuant to Section 6.7 of this Agreement and the Seller disputes Buyer’s exercise of such offset rights, the obligation to make such payment in a lesser number of installments than would otherwise be made in Sections l or 3 shall be deemed to be satisfied upon the amount determined by: (a) discounting to present value, using generally accepted accounting principles, the stream of payments that would otherwise be payable under Sections l or 3 assuming that Executive's Compensation Period lasted for as long as necessary to exhaust the Company's payment obligation under Sections l or 3 (taking into account any reduction of such obligation provided for by disputed amount into escrow in accordance with the terms of Section 2 6.7 of this Agreement). For the avoidance of doubt, it is understood and assuming an interest rate reasonably approximate agreed that Buyer’s obligations to pay Annual Payments, Earn-Out Consideration (to the interest rate that extent payable) and Additional Payments (to the Company would pay a commercial lender in connection with a loan extent payable) shall continue notwithstanding the occurrence of any Required Sale pursuant to the Operating Agreement or other change of ownership of the Company, made at the time provided that, the payment is made, of an amount approximately equal these amounts remains subject to Buyer's right to offset in accordance with the amount(s)) to be paid to Executive under Sections l or 3 terms of Section 6.7 of this Agreement, and for a term reasonably approximate to the period over which such payments would be made; and, (b) increasing, if appropriate, to future value, using the same principles used in subparagraph (a) above, the payment(s) actually to be made, taking into account the time(s) when such payment(s)) is/are actually to be made.

Acceleration of Payments. Notwithstanding anything contained in Sections l or 3 any other provision of this Agreement Trust Agreement, if the Trustee determines, based on a change in the tax or revenue laws of the United States, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his delegate, a decision by a court of competent jurisdiction involving a Participant, or a closing agreement involving a Participant made under section 7121 of the Code that might otherwise be is approved by the Commissioner, that such Participant or Beneficiary has recognized or will recognize income for Federal income tax purposes with respect to the contraryDeferred Benefits that are or will be payable to the Participant or the Death Benefits that are or will be payable to the Participant or Beneficiary or the Supplemental Savings Benefits that are or will be payable to the Participant or the other benefits that are or will be payable under, or pursuant to, Plan Exhibits B and C to Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxx before they otherwise would be paid to the Participant or the Beneficiary (as applicable), upon the request of the Participant or Beneficiary, the Company's Board of Directors Trustee shall have immediately make distribution to the power Grantor and the Grantor shall, in its discretion turn, make immediate distribution to pay the total amount of any Monthly Executive Compensation Benefit payments that may become payable under this Agreement either in a single sum Participant or in a lesser number of installments than if payments were made monthly as would otherwise be provided in Sections l or 3. If the Company's Board of Directors decides to pay Executive's Monthly Executive Compensation Benefit as a single sum, or in such lesser number of installments, then the dollar amount(s)) owed by the Company to Executive or Executive's Beneficiary under this Agreement shall be less than the sum of the nominal dollar amount so taxable. In the event of such payments, the Grantor shall withhold from such payments the amounts that would otherwise be owed under Sections l or 3 in order required to take into account satisfy any income and other tax withholding and shall pay over such amounts to the time value of moneyappropriate taxing authorities. The dollar amounts that shall be owed by the Company under this Agreement Moreover, in the case event of a single sum Change in Control, payment or payment in a lesser number of installments than would otherwise Deferred Benefits provided under Article IV of the Plan (and any additional amounts provided under Section 7.1(c)(1) of the Plan) shall be made in Sections l or 3 accordance with Article IV of the Plan and Section 7.1(c)(1) of the Plan and payment of Death Benefits provided under Article V of the Plan (and any additional amounts provided under Section 7.1(c)(2) of the Plan) shall be made in accordance with Article V of the amount determined by: Plan and Section 7.1(c)(2) of the Plan and payment of Supplemental Savings Benefits provided under Article VI of the Plan (aand any additional amounts provided under Section 7.1(c)(3) discounting to present valueof the Plan) shall be made in accordance with Article VI of the Plan and Section 7.1 (c)(3) of the Plan and the payment of benefits under, using generally accepted accounting principlesor pursuant to, Plan Exhibits B and C shall be made in accordance with Plan Exhibits B and C. Moreover, in the stream event the Compensation Committee of payments that would otherwise be payable under Sections l or 3 assuming that Executive's Compensation Period lasted for as long as necessary to exhaust the Company's payment obligation under Sections l or 3 (taking into account any reduction of such obligation provided for by Section 2 of this Agreement), and assuming an interest rate reasonably approximate to the interest rate Board determines that the Company would pay a commercial lender in connection with a loan Trust does not provide adequate security for payment of benefits under the Trust pursuant to Section 7.2 of the CompanyPlan, made at the time direction of the Compensation Committee of the Board, payment is madeof Deferred Benefits provided under Article IV of the Plan (and any additional amounts provided under Section 7.2(b)(1) of the Plan) shall be made in accordance with Article IV of the Plan and Section 7.2(b)(1) of the Plan and payment of Death Benefits provided under Article V of the Plan (and any additional amounts provided under Section 7.2(b)(2) of the Plan) shall be made in accordance with Article V of the Plan and Section 7.2(b)(2) of the Plan and payment of Supplemental Savings Benefits provided under Article VI of the Plan (and any additional amounts provided under Section 7.2(b)(3) of the Plan) shall be made in accordance with Article VI of the Plan and Section 7.2(b)(3) of the Plan and payment of benefits provided under, of an amount approximately equal to the amount(s)) to or pursuant to, Plan Exhibits B and C for Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxx, respectively, shall be paid to Executive under Sections l or 3 of this Agreement, made in accordance with Plan Exhibits B and for a term reasonably approximate to the period over which such payments would be made; and, (b) increasing, if appropriate, to future value, using the same principles used in subparagraph (a) above, the payment(s) actually to be made, taking into account the time(s) when such payment(s)) is/are actually to be made.C.

Acceleration of Payments. Notwithstanding anything contained in Sections l or 3 any other provision of this Agreement Trust Agreement, if the Trustee determines, based on a change in the tax or revenue laws of the United States of America, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his delegate, a decision by a court of competent jurisdiction involving a Participant, or a closing agreement involving a Participant made under section 7121 of the Code that might otherwise be is approved by the Commissioner, that such Participant or Beneficiary has recognized or will recognize income for Federal income tax purposes with respect to the contraryDeferred Benefits that are or will be payable to the Participant or the Death Benefits that are or will be payable to the Participant or Beneficiary or the Salary Deferral Benefits that are or will be payable to the Participant or the other benefits that are or will be payable under, or pursuant to, Plan Exhibits B and C to Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxx) before they otherwise would be paid to the Participant or the Beneficiary (as applicable), upon the request of the Participant or Beneficiary, the Company's Board of Directors Trustee shall have immediately make distribution to the power in its discretion to pay the total amount of any Monthly Executive Compensation Benefit payments that may become payable under this Agreement either in a single sum Participant or in a lesser number of installments than if payments were made monthly as would otherwise be provided in Sections l or 3. If the Company's Board of Directors decides to pay Executive's Monthly Executive Compensation Benefit as a single sum, or in such lesser number of installments, then the dollar amount(s)) owed by the Company to Executive or Executive's Beneficiary under this Agreement shall be less than the sum of the nominal dollar amounts that would otherwise be owed under Sections l or 3 in order to take into account the time value of moneyamount so taxable. The dollar amounts that shall be owed by the Company under this Agreement Moreover, in the case event of a single sum Change in Control, payment or payment in a lesser number of installments than would otherwise Deferred Benefits provided under Article IV of the Plan (and any additional amounts provided under Section 7.1(c)(1) of the Plan) shall be made in Sections l or 3 accordance with Article IV of the Plan and Section 7.1(c)(1) of the Plan and payment of Death Benefits provided under Article V of the Plan (and any additional amounts provided under Section 7.1(c)(2) of the Plan) shall be made in accordance with Article V of the amount determined by: Plan and Section 7.1(c)(2) of the Plan and payment of Salary Deferral Benefits provided under Article VI of the Plan (aand any additional amounts provided under Section 7.1(c)(3) discounting to present valueof the Plan) shall be made in accordance with Article VI of the Plan and Section 7.1(c)(3) of the Plan and the payment of benefits under, using generally accepted accounting principlesor pursuant to, Plan Exhibits B and C shall be made in accordance with Plan Exhibits B and C. Moreover, in the stream event the Compensation Committee of payments that would otherwise be payable under Sections l or 3 assuming that Executive's Compensation Period lasted for as long as necessary to exhaust the Company's payment obligation under Sections l or 3 (taking into account any reduction of such obligation provided for by Section 2 of this Agreement), and assuming an interest rate reasonably approximate to the interest rate Board determines that the Company would pay a commercial lender in connection with a loan Trust does not provide adequate security for payment of benefits under the Trust pursuant to Section 7.2 of the CompanyPlan, made at the time direction of the Compensation Committee of the Board, payment is madeof Deferred Benefits provided under Article IV of the Plan (and any additional amounts provided under Section 7.2(b)(1) of the Plan) shall be made in accordance with Article IV of the Plan and Section 7.2(b)(1) of the Plan and payment of Death Benefits provided under Article V of the Plan (and any additional amounts provided under Section 7.2(b)(2) of the Plan) shall be made in accordance with Article V of the Plan and Section 7.2(b)(2) of the Plan and payment of Salary Deferral Benefits provided under Article VI of the Plan (and any additional amounts provided under Section 7.2(b)(3) of the Plan) shall be made in accordance with Article VI of the Plan and Section 7.2(b)(3) of the Plan and payment of benefits provided under, of an amount approximately equal to the amount(s)) to or pursuant to, Plan Exhibits B and C for Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxx, respectively, shall be paid to Executive under Sections l or 3 of this Agreement, made in accordance with Plan Exhibits B and for a term reasonably approximate to the period over which such payments would be made; and, (b) increasing, if appropriate, to future value, using the same principles used in subparagraph (a) above, the payment(s) actually to be made, taking into account the time(s) when such payment(s)) is/are actually to be made.C.