Common use of Merger Shares Clause in Contracts

Merger Shares. Upon request by the Executive, the Company shall lend to the Executive funds to pay a portion of any income taxes due in connection with the receipt of the Merger Shares, in an amount calculated as set forth in this Section. One third of the Merger Shares granted to the Executive will no longer be subject to divestiture on each of the first three anniversary dates of the Effective Time, with the Executive recognizing gain on each one-third of the Merger Shares as they are vested. In the first three months of each of the three calendar years following such vesting and income recognition (or in December of the year of income recognition if the Executive is required to make estimated tax payments), the Executive may request from the Company, and the Company shall lend to the Executive promptly after such request but in any event no later than April 15th of such year (or the due date of the estimated tax payment, if applicable), a loan in a principal amount not exceeding an amount equal to (a) a percentage equal to the sum of the maximum applicable federal and state rates of taxation times (b) the market value of the Merger Shares, on the date on which such Merger Shares vested, that vested in the prior year (it is assumed that the market value will reflect the income to be recognized). Each such loan shall be evidenced by a promissory note, which shall bear interest, at the rate of ten year Treasury Notes, plus 100 basis points, to be adjusted prospectively to the then current rate quarterly, on the first days of July, October, January and April of each year until such note is paid in full, and in any event such rate shall never be less than the average rate being paid by the Parent for any general corporate (as opposed to deal specific) loans. The unpaid principal amount of each promissory note shall be payable in full on the earlier of the eighth anniversary of the Effective Time, or the date which is sixty (60) days after the Executive's employment is terminated provided that if the Lock-Up Period (as such term is defined in that certain Registration Rights and Lock-Up Agreement effective as of the Effective Time between the Parent and among others, the Executive) has not then expired, within sixty (60) days after expiration of such Lock-Up Period. Of the dividends paid on the Merger Shares during the term of the promissory note, an amount sufficient to pay any income taxes due on such dividends by the Executive may be retained by the Executive with the balance being paid to the Company, to be applied to curtail the loan, first to accrued and unpaid interest, then to reduce the outstanding principal balance. The Executive agrees to pledge the Executive's Merger Shares to the Company as security for any such loan, pursuant to a pledge agreement reasonably satisfactory to counsel for the Company. Furthermore, in the event the Executive chooses to make what is known as a "Section 83(b) election," the Executive shall be entitled to request, and the Company shall make to the Executive, a loan calculated pursuant to the formula set forth above on the market value of all of the Merger Shares, promptly after such request, on the same terms and with the same security described above.

Merger Shares. Upon request by the Executive, the Company shall lend to the Executive funds to pay a portion of any income taxes due in connection with the receipt of the Merger Shares, in an amount calculated as set forth in this Section. One third of the Merger Shares granted to the Executive will no longer be subject to divestiture on each of the first three anniversary dates of the Effective Time, with the Executive recognizing gain on each one-third of the Merger Shares as they are vested. In the first three months of each of the three calendar years following such vesting and income recognition (or in December of the year of income recognition if the Executive is required to make estimated tax payments), the Executive may request from the Company, and the Company shall lend to the Executive promptly after such request but in any event no later than April 15th of such year (or the due date of the estimated tax payment, if applicable), a loan in a principal amount not exceeding an amount equal to (a) a percentage equal to the sum of the maximum applicable federal and state rates of taxation times (b) the market value of the Merger Shares, on the date on which such Merger Shares vested, that vested in the prior year (it is assumed that the market value will reflect the income to be recognized). Each such loan shall be evidenced by a promissory note, which shall bear interest, at the rate of ten year Treasury Notes, plus 100 basis points, to be adjusted prospectively to the then current rate quarterly, on the first days of July, October, January and April of each year until such note is paid in full, and in any event such rate shall never be less than the average rate being paid by the Parent for any general corporate (as opposed to deal specific) loans. The unpaid principal amount of each promissory note shall be payable in full on the earlier of the eighth anniversary of the Effective Time, or the date which is sixty (60) days after the Executive's employment is terminated provided that if the "Lock-Up Period (as such term is defined in that certain Registration Rights and Lock-Up Agreement effective as of the Effective Time between the Parent and among others, the Executive) has not then expired, within sixty (60) days after expiration of such Lock-Up Period. Of the dividends paid on the Merger Shares during the term of the promissory note, an amount sufficient to pay any income taxes due on such dividends by the Executive may be retained by the Executive with the balance being paid to the Company, to be applied to curtail the loan, first to accrued and unpaid interest, then to reduce the outstanding principal balance. The Executive agrees to pledge the Executive's Merger Shares to the Company as security for any such loan, pursuant to a pledge agreement reasonably satisfactory to counsel for the Company. Furthermore, in the event the Executive chooses to make what is known as a "Section 83(b) election," the Executive shall be entitled to request, and the Company shall make to the Executive, a loan calculated pursuant to the formula set forth above on the market value of all of the Merger Shares, promptly after such request, on the same terms and with the same security described above.

Merger Shares. Upon request by the Executive, the Company shall lend to the Executive funds to pay a portion of any income taxes due in connection with the receipt of the Merger Shares, in an amount calculated as set forth in this Section. One third of the Merger Shares granted to the Executive will no longer be subject to divestiture on each of the first three anniversary dates of the Effective Time, with the Executive recognizing gain on each one-third of the Merger Shares as they are vested. In the first three months of each of the three calendar years following such vesting and income recognition (or in December of the year of income recognition if the Executive is required to make estimated tax payments), the Executive may request from the Company, and the Company shall lend to the Executive promptly after such request but in any event no later than April 15th of such year (or the due date of the estimated tax payment, if applicable), a loan in a principal amount not exceeding an amount equal to (a) a percentage equal to the sum of the maximum applicable federal and state rates of taxation times (b) the market value of the Merger Shares, on the date on which such Merger Shares shares vested, that vested in the prior year (it is assumed that the market value will reflect the income to be recognized). Each such loan shall be evidenced by a promissory note, which shall bear interest, at the rate of ten year Treasury Notes, plus 100 basis points, to be adjusted prospectively to the then current rate quarterly, on the first days of July, October, January and April of each year until such note is paid in full, and in any event such rate shall never be less than the average rate being paid by the Parent for any general corporate (as opposed to deal specific) loans. The unpaid principal amount of each promissory note shall be payable in full on the earlier of the eighth anniversary of the Effective Time, or the date which is sixty (60) days after the Executive's employment is terminated provided that if the Lock-Up Period (as such term is defined in that certain Registration Rights and Lock-Up Agreement effective as of the Effective Time between the Parent and among others, the Executive) has not then expired, within sixty (60) days after expiration of such Lock-Up Period. Of the dividends paid on the Merger Shares during the term of the promissory note, an amount sufficient to pay any income taxes due on such dividends by the Executive may be retained by the Executive with the balance being paid to the Company, to be applied to curtail the loan, first to accrued and unpaid interest, then to reduce the outstanding principal balance. The Executive agrees to pledge the Executive's Merger Shares to the Company as security for any such loan, pursuant to a pledge agreement reasonably satisfactory to counsel for the Company. Furthermore, in the event the Executive chooses to make what is known as a "Section 83(b) election," the Executive shall be entitled to request, and the Company shall make to the Executive, a loan calculated pursuant to the formula set forth above on the market value of all of the Merger Shares, promptly after such request, on the same terms and with the same security described above.