Loan Forgiveness on Change in Control Sample Clauses

Loan Forgiveness on Change in Control. Immediately upon a Change of Control, any balance of the Loan, together with any accrued but unpaid interest thereon to the date of forgiveness, shall be forgiven automatically without further action by the Employer or the Employee, and in addition, Employer shall pay to Employee an amount equal to the difference between (i) the actual federal, state and local income taxes payable by Employee for the year in which the Loan is forgiven, including for the purpose of such calculation the taxes resulting from the inclusion in Employee's income of the gross up payments under this Section and (ii) the amount of such taxes which would have been paid by Employee had the Loan not been forgiven. In the event it is determined that any payment hereunder is an "excess parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended, the Employer shall reimburse Employee for the excise tax imposed under such section and in addition shall pay Employee an amount equal to the additional federal, state and local income taxes payable or paid by Employee for the year in which such payment is made to Employee, including for the purpose of such calculation, the taxes resulting from the inclusion in Employee's income of the gross up payments made under this Section. The amounts payable to Employee hereunder shall be paid by Employer within five business days after Employee submits a calculation of the amount due to him under this Section, which statement may be an estimated statement based upon the information available to Employee at the time the statement is submitted. If payment is made by Employer based on such estimated payment, Employee shall submit to Employer a final statement based upon the Employee's tax return as filed for the year in question, which final statement shall be submitted not later than 30 days after the date on which Employee files his federal income tax return for such year. Such final statement shall contain a reconciliation of to the estimated statement and payment of the amounts due to or from Employee shall be paid within 3 days after the final statement has been submitted.
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Related to Loan Forgiveness on Change in Control

  • PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL (a) Upon the occurrence of a Change in Control of the Bank or the Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control.

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • Termination Related to a Change in Control The following provisions shall survive the expiration of the Term of this Agreement and the termination of Executive’s employment.

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination of Employment in Connection with a Change in Control If the Executive’s employment is terminated either by the Company Without Cause (as defined in Section 6(d)) or by the Executive for Good Reason (as defined in Section 6(e)(ii)), in either case within the period commencing one month prior to and ending twelve months following a Change in Control, then, subject to Section 22 [Compliance with Section 409A], the Executive shall be entitled to the compensation and benefits set forth in Sections 8(e)(i)(a) through (e) (in addition to any other payments or benefits provided under this Agreement), provided that within sixty days following the Executive’s termination of employment (i) the Executive has executed and delivered the Release to the Company, and (ii) the Release has become irrevocable:

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • Termination Due to Change in Control If the Company terminates Executive's employment without Cause (and for reasons other than death or Disability) in conjunction with a Change in Control (as defined below), Executive shall be entitled to receive all accrued but unpaid salary and benefits through the date of termination plus the Change in Control Benefit (as defined below).

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

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