Term Life Insurance During the Employment Term, and in addition to any other benefits to which Executive shall be entitled, the Company agrees to pay the premiums on a term life insurance contract covering the Executive that pays a death benefit of at least $906,000. The Company in its discretion shall select the term life insurance contract on which it will pay the premiums; but, the Executive shall be the owner of such contract and will be or will designate the beneficiary of such contract. The Company (i) will include and report such premium payments in the Executive’s taxable income to the extent required under applicable law and (ii) also will pay to the Executive an additional payment in an amount such that after payment by the Executive of all taxes imposed on the additional payment, the Executive retains an amount of the additional payment equal to the taxes imposed upon the Executive with respect to the Company’s payment of the premiums on the term life insurance contract. The amount of the additional payment shall be determined based on the Executive’s likely effective rates of federal, state and local income taxation for the calendar year in which the additional payment is to be made, net of the likely reduction in federal income taxes that is obtained from any deduction of state and local taxes. Executive agrees, for purposes of calculating the amount of the additional payment, to provide the Company such information as the Company may reasonably request to determine the amount of the additional payment and to cooperate with the Company in good faith in order to effectively make such determination. The Company shall hold all such information secret and confidential and shall not, without the prior written consent of the Executive or as otherwise may be required by law or legal process, communicate or divulge such information to anyone other than the Company and those in need of such information for purposes of determining the amount of the additional payment. Notwithstanding any other provision of this Agreement, in the event the term life insurance contract described herein extends beyond the termination of Executive’s employment with the Company, the Executive, and not the Company, shall be obligated to pay the premiums on such term life insurance contract accruing after the Executive’s termination of employment with the Company.
Key Person Life Insurance The Company shall maintain term life insurance in the amount of $1,000,000 for Rxx Xxxxxx and $5,000,000 for Hxxxxx Xxxxx on the lives of the Key Holders, naming the Company as beneficiary. The Company shall obtain such insurance as soon as reasonably practicable following the closing of the sale of the Series A Preferred Stock pursuant to the Series A Agreement.
Variable Accumulation Period The Controlled Accumulation Period is scheduled to commence on the Stated Controlled Accumulation Period Commencement Date; provided, however, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is different from the Initial Scheduled Controlled Accumulation Period Length, the Servicer, at its option on any Determination Date prior to the commencement of the Controlled Accumulation Period, may elect to modify the date on which the Controlled Accumulation Period actually commences to the last Business Day of any Due Period that precedes the Due Period that is the number of Due Periods prior to the Expected Final Payment Date equal to the Controlled Accumulation Period Length. Such election will be set forth in the Monthly Servicer Certificate. If the Servicer elects to modify the date on which the Controlled Accumulation Period commences pursuant to this Section 19, then on each Determination Date thereafter until the date on which the Controlled Accumulation Period commences the Servicer will recalculate the Controlled Accumulation Period Length; provided, however, that (i) the length of the Controlled Accumulation Period will not be less than the Minimum Controlled Accumulation Period Length and (ii) notwithstanding any other provision of this Series Supplement to the contrary, no election to postpone the commencement of the Controlled Accumulation Period shall be made after a Rapid Amortization Event (as described herein or in the applicable Series Supplement) shall have occurred for so long as it is continuing with respect to any Series in the Group to which the Series established hereby belongs. On each Determination Date, the Servicer will determine the "Controlled Accumulation Period Length" that will equal the number of Due Periods such that the Class Controlled Accumulation Amount for the Due Period related to the Class Expected Final Payment Date, when aggregated with the Class Controlled Accumulation Amounts for each preceding Due Period, will equal or exceed the Series Initial Investor Interest. Any notice by the Servicer electing to modify the commencement of the Controlled Accumulation Period pursuant to this Section 19 shall specify the following as determined on such Determination Date: (i) the Controlled Accumulation Period Length; (ii) the commencement date of the Controlled Accumulation Period; and (iii) the Class Controlled Accumulation Amount with respect to each class of such Series with respect to each Due Period. If the Controlled Accumulation Period Length as recalculated on any such Determination Date exceeds the number of full Due Periods following such Determination Date and preceding the Class A Expected Final Payment Date, the commencement date of the Controlled Accumulation Period will be such Determination Date.
Split Dollar Life Insurance The Company shall pay to the Executive a lump sum equal to the cost on the Termination Date of purchasing, at standard independent insurance premium rates, an individual
Life Annuity The monthly annuity shall be payable to the annuitant for as long as the annuitant lives, and shall end with the last monthly payment before the death of the annuitant.
Normal Retirement Age Normal Retirement Age shall mean the date on which the Executive attains age sixty-five (65).
ANNUITY COMMENCEMENT DATE The Valuation Date on which the Contract Value is withdrawn for payment of annuity benefits under the Annuity Payment Option selected.
Payment Period Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within forty (40) days following the date of termination), the actual date of payment within the specified period shall be within the sole discretion of the Company.
Yield If the initial Yield (as defined below) on any Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for each applicable existing tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting, ticking, unused line and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan Commitment.
Key Man Life Insurance The Company may apply for and obtain and maintain a key man life insurance policy in the name of Executive together with other executives of the Company in an amount deemed sufficient by the Board, the beneficiary of which shall be the Company. Executive shall submit to physical examinations and answer reasonable questions in connection with the application and, if obtained, the maintenance of, as may be required, such insurance policy.
