Executive Loan. (i) On the Commencement Date, Thane shall lend to the Executive a principal amount of $714,250 (the "EXECUTIVE LOAN"), which will be evidenced by the secured promissory note in substantially the form of EXHIBIT A attached hereto and subject to the Pledge Agreement substantially in the form of EXHIBIT B attached hereto. If the Corporation's cumulative EBITDA for the 2003, 2004 and 2005 fiscal years (the "THREE-YEAR FISCAL PERIOD") equals or exceeds $15.0 million, the Executive shall be entitled to (A) full forgiveness of all principal and interest outstanding on the Executive Loan (the "EXECUTIVE LOAN FORGIVENESS") and (B) a cash bonus equal to $285,750 (the "EBITDA BONUS"). All amounts of Executive Loan Forgiveness and EBITDA Bonus shall be calculated based on the Corporation's financial statements at the end of each fiscal year during the Three-Year Fiscal Period. For each fiscal quarter during the Three-Year Fiscal Period, the Executive shall be entitled to receive (to the extent not previously forgiven or paid (as applicable) in any previous fiscal quarter) a ratable portion of the Executive Loan Forgiveness and the EBITDA Bonus calculated by multiplying (1) the full amount of each of the Executive Loan and the EBITDA Bonus by (2) a fraction: (x) the numerator of which is the Corporation's cumulative EBITDA as of the end of then current fiscal quarter, and (y) the denominator of which is $15.0 million, and SUBTRACTING from the foregoing product the aggregate amount of the Executive Loan Forgiveness and the EBITDA Bonus previously distributed to the Executive. All earned portions of the Executive Loan Forgiveness and the EBITDA Bonus must be received by the Executive (A) within forty-five (45) days of the end of each fiscal quarter and (B) within sixty (60) days of the end of each fiscal year.
Executive Loan. (a) Upon the vesting in full of the Time Vesting Shares and the Performance Vesting Shares on March 16, 1999, the Executive shall have the right to request, at Executive's option at any time prior to May 1, 2000, a loan from the Company in an aggregate amount equal to $302,000 (the "Executive Loan"). The Executive Loan may be made in one loan or installments from time to time in an amount(s) equal to the aggregate incremental federal income taxes paid by the Executive as a result of the vesting in full of the Vesting Shares on March 16, 1999. The Company and Executive shall mutually agree upon the incremental federal income taxes to be paid by the Executive in consultation with their respective tax advisors. The Executive Loan shall be evidenced by a promissory note in the form attached hereto as Annex A.
Executive Loan. The Employer agrees, at Executive's option, to lend Executive up to five million dollars ($5,000,000), on a full recourse basis, which loan would be evidenced by a promissory note in favor of the Employer, in the form attached as Exhibit 1 to the Agreement.
Executive Loan. The parties to this Agreement hereby acknowledge that the Corporation has made a loan to Executive secured by certain shares of the common stock of the Corporation owned by Executive, which such loan has an outstanding balance as of the date of this Agreement of $78,525. The parties to this Agreement agree that such loan shall be extended until the expiration of the Term of this Agreement on the same terms and conditions as were in effect as of the date of this Agreement. The parties to this Agreement further agree that such loan shall be forgiven on the expiration of the Term of this Agreement, or on the earlier termination of this Agreement pursuant to Sections 6.4, 6.5 or 6.6.
Executive Loan. In addition to the Equity Loan, Employer has heretofore made available to Executive a loan of Two Million Dollars ($2,000,000) (the "Executive Loan"). The Executive Loan is secured by 310.0775 shares of Class A Common Stock of Holdings that are not already subject to the Equity Loan. The Executive Loan shall be repayable as provided in the existing promissory note representing the Executive Loan; provided, however, subject to the rights of the Employer (or GEI II) to repurchase the equity securities of Executive, the Executive Loan shall be repayable immediately in the event that Executive is terminated, Executive terminates his employment or Executive dies or becomes disabled; provided, further, however, in the event of a termination by Employer not for Cause or the death or disability of Executive, such acceleration and repayment obligation shall be reasonably held in abeyance (not to exceed 150 days) if the Executive or his legal representative requires such additional 150 days to liquidate the equity securities in order to repay such Executive Loan. The shares pledged in connection with the Executive Loan will be valued at the then current fair market value, in accordance with Schedule 2 attached hereto for purposes hereof and in the event of foreclosure. Subject to compliance with this Agreement and the Stockholder's Agreement, in the event of a Sale by the Executive of the equity securities pledged pursuant to the Equity Loan, the proceeds of such Sale shall first be applied to immediately repay the Executive Loan, regardless of the maturity date of the Executive Loan.
Executive Loan. In addition to the Equity Loan, Employer shall make available to Executive an interest free loan for up to Two Million Dollars ($2,000,000) (the "Executive Loan"). The Executive Loan will be secured by 310.0775 shares of Class A Common Stock of Holdings that are not already subject to the Equity Loan. The Executive Loan shall be repayable on the date that is one (1) year from the end of the Term; provided, however, -------- ------- subject to the rights of the Employer (or GEI II) to repurchase the equity securities of Executive, the Executive Loan shall be repayable immediately in the event that Executive is terminated, Executive terminates his employment or Executive dies or becomes disabled; provided, further, -------- ------- however, in the event of a termination by Employer not for Cause or the ------- death or disability of Executive, such acceleration and repayment obligation shall be reasonably held in abeyance (not to exceed 150 days) if the Executive or his legal representative requires such additional 150 days to liquidate the equity securities in order to repay such Executive Loan. The shares pledged in connection with the Executive Loan will be valued at the then current fair market value, in accordance with Schedule 2 attached ---------- hereto for purposes hereof and in the event of foreclosure. Subject to compliance with this Agreement and the Stockholder's Agreement, in the event of a Sale by the Executive of the equity securities pledged pursuant to the Equity Loan, the proceeds of such Sale shall first be applied to immediately repay the Executive Loan, regardless of the maturity date of the Executive Loan.
Executive Loan. Pursuant to Section 6(c) of the Prior Agreement, the Company has provided the Executive a loan in the principal amount of $5,000,000 (the "Loan") and the Executive has executed a full recourse, unsecured promissory note with respect to the Loan, with customary terms and conditions.
Executive Loan. (a) As soon as practicable following the effective date hereof, the Company will provide to the Executive a loan in the principal amount of five hundred thousand Dollars ($500,000) (the "Loan"). The Loan shall be due and payable on January 31, 2005 (the "Award Date") and shall bear interest at the minimum rate necessary on the date the loan is extended to avoid imputation of tax under Section 7872 of the Internal Revenue Code of 1986, as amended. The Company and the Executive will enter into a full recourse, unsecured promissory note with respect to the Loan, in the form attached hereto as Exhibit A. Interest on the Loan accruing during the term of the Loan shall be compounded annually and shall be deferred until the Award Date. The outstanding principal and accrued interest under the Loan shall automatically and without further action on the part of the Company or the Executive be forgiven in full by the Company upon the occurrence of any of the following:
Executive Loan. As soon as practicable following the effective date hereof, the Company will provide the Executive a loan in the principal amount of $5,000,000 (the "Loan") that shall be due and payable on February 1, 2006 and that shall bear interest at the minimum rate necessary on the date the loan is extended to avoid imputation of tax under Section 7872 of the Internal Revenue Code of 1986, as amended. The Company and the Executive will enter into a full recourse, unsecured promissory note with respect to the Loan, with customary terms and conditions consistent in all respects with the provisions of this Section 6(c). Interest on the Loan accruing during the term of the Loan shall be compounded annually and shall be deferred until January 31, 2006.
Executive Loan. Employer has heretofore made available to Executive a loan of $96,525 (the "Executive Loan"). The Executive Loan is secured by a pledge of 44.8953 shares of Class A Common Stock of Holdings. The Executive Loan shall be repayable as provided in the existing promissory note representing the Executive Loan; provided, however, subject to the rights of the Employer (or GEI II) to repurchase the equity securities of Executive, the Executive Loan shall be repayable immediately in the event that Executive is terminated, Executive terminates his employment or Executive dies or becomes disabled; provided, further, however, in the event of a termination by Employer not for Cause or the death or disability of Executive, such acceleration and repayment obligation shall be reasonably held in abeyance (not to exceed 150 days) if the Executive or his legal representative requires such additional 150 days to liquidate the equity securities in order to repay such Executive Loan. The shares pledged in connection with the Executive Loan will be valued at the then current fair market value, in accordance with Schedule 1 attached hereto for purposes hereof and in the event of foreclosure. Subject to compliance with this Agreement and the Stockholder's Agreement, in the event of a sale by the Executive of the equity securities pledged pursuant to the Equity Loan, the proceeds of such sale shall first be applied to immediately repay the Executive Loan, regardless of the maturity date of the Executive Loan.
