Certain Additional Benefits. Employee may participate in any incentive programs of the Company, to the extent Employee may be eligible in accordance with the terms thereof as fixed by the Company in its sole discretion from time to time. Employee shall be entitled to paid vacation in accordance with the general policies of the Company and such other employee benefits (such as group health and life insurance) as the Company in its sole discretion may establish from time to time.
Certain Additional Benefits. (a) In the event that any payment(s), benefit(s) or other entitlement(s) received or to be received by the Executive in connection with a Change in Control of the Company, as defined in the Company's 2005 Equity and Incentive Plan, as that plan may be amended from time to time prior to any Change in Control, or it is determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Amendment but determined without regard to any additional payments required under this Section 9 (a "Payment")), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any comparable federal, state or local excise tax (such excise tax, together with any interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in such an amount that after the payment of all taxes (including, without limitation, any interest and penalties on such taxes and the Excise Tax) on the Payment and on the Gross-Up Payment, the Executive shall retain an amount equal to the Payment minus all applicable taxes other than the Excise Tax on the Payment; provided, however, that the Executive will be entitled to receive a Gross-Up Payment only if the amount of a parachute payment as defined in Section 280G(b)(2) of the Code exceeds the sum of (A) $50,000, plus (B) 2.99 times the Executive's base amount as defined in Section 280G(b)(3) of the Code, and provided further, that if the Executive is not entitled to receive a Gross-Up Payment, the Executive will receive the greatest amount of Total Payments that would not include any excess parachute payments as defined in Section 280G(b)(1)
Certain Additional Benefits. As of the Closing, Buyer and its Affiliates shall assume all outstanding Liabilities and obligations of Seller and its Affiliates to each Transferred Employee under any Company Plans immediately prior to the Closing relating to education assistance (including any executive MBA or other executive or doctorate program) solely to the extent such Liabilities and obligations (and the employer portion of any payroll taxes payable in respect thereof) are fully accrued as a Liability in the calculation of the Final Closing Indebtedness Amount, and Buyer and its Affiliates shall not amend or terminate such programs or policies in a manner that adversely affects the rights of any such Transferred Employee with respect to payments or benefits that were approved or have commenced prior to the Closing, or expense reimbursements that were approved or incurred prior to the Closing. As it relates to any payments, benefits and expense reimbursements paid prior to the Closing under such Company Plans relating to education assistance, Buyer shall not seek repayment. With respect to any Company Plan providing for retention, sign-on or similar bonuses, Buyer shall assume all outstanding Liabilities and obligations of Seller and its Affiliates to each Transferred Employee under any such Company Plan solely to the extent such Liabilities and obligations (and the employer portion of any payroll taxes payable in respect thereof) are fully accrued as a Liability in the calculation of the Final Closing Indebtedness Amount. With respect to any Seller Benefit Plan providing for adoption assistance, relocation benefits, and/or executive physical examinations, Seller shall, on or as soon as reasonably practicable following the Closing, reimburse each Transferred Employee for any accrued but unreimbursed expenses and, for the avoidance of doubt, any Liabilities or obligations with respect to such Seller Benefit Plans shall be Excluded Liabilities.
Certain Additional Benefits. (a) In the event that any payment(s), benefit(s) or other entitlement(s) received or to be received by the Executive in connection with a Change in Control of the Company, as defined in the Company's 2005 Equity and Incentive Plan, as that plan may be amended from time to time prior to any Change in Control, or it is determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Second Amendment but determined without regard to any additional payments required under this Section 8 (a "Payment")), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any comparable federal, state or local excise tax (such excise tax together with any interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in such an amount that after the payment of all taxes (including, without limitation, any
Certain Additional Benefits. This Agreement is entered into by the parties with the expectation that Tom Reslewic will become the Chief Executive Officer of the Company xx xx xxxxx January 1, 2002. If either: (A) Mr. Reslewic does not become Chief Executive Officer of the Company xx xx xxxxx that date, or (B)(i) Mr. Reslewic becomes the Chief Executive Officer of the Company and xxxxxxxxxxxy leaves that position, and (ii) the Executive is not then made the Chief Executive Officer of the Company, then in the event of either (A) or (B), 50% of that portion of the initial option to purchase 100,000 shares of Company stock referred to in section 2.3 of this Agreement that is unexercisable on the date (A) or (B) occurs shall automatically become immediately exercisable.
Certain Additional Benefits. Notwithstanding anything to the contrary contained herein, if (a) Executive's employment is terminated by ISG without Cause, (b) Executive terminates his employment for Good Reason or (c) ISG provides notice under Section 5 hereof that it does not desire to have the Term extended, commencing on the day after Executive's date of termination and until Executive attains the age of 65, ISG shall continue medical benefits to Executive and/or Executive's dependents which are substantially similar to those which would have been provided to them in accordance with the medical plan provided generally to executive officers of ISG as if Executive's employment had not been terminated.
Certain Additional Benefits
