Common use of INITIAL INSTALLMENT Clause in Contracts

INITIAL INSTALLMENT. In the event the Company elects to pay for Option Shares hereunder on an installment basis, all annual installments shall be equal in principal amount except as follows: (A) The initial installment for any such sale of Option Shares, other than a sale occurring by reason of Ken's death, Dismissal For Cause or breach of any of the provisions of Section 2.2 or Section 2.3, shall be not less than the amount, if any, of Ken's additional income tax liability (federal, state and local) actually occasioned as a result of such sale, provided that such amount shall have been certified to the Company in writing by Ken's tax accountant. (B) The initial installment for the first sale of shares of Class A Stock that Ken ▇▇▇es under this Agreement or the Stockholders' Agreement, other than a sale occurring by reason of Ken's death, Dismissal For Cause or breach of any of the provisions of Section 2.2 or Section 2.3, shall be at least (1) the amount due under clause (A) above plus the amount of one million dollars ($1,000,000) or (2) if less, the total purchase price for such Option Shares. (C) The initial installment for any sale of Option Shares occurring by reason of Ken's death shall be not less than the amount of the estate and succession tax liability (federal and state) occasioned as a result of the inclusion of the Option Shares in Ken's estate (giving effect to any deferral permitted by law or regulation in the payment 29 34 thereof) together with any and all costs and expenses of administration of Ken's estate as reasonably estimated by Ken's representative, all as certified to the Company in writing by Ken's representative.

INITIAL INSTALLMENT. In the event the Company elects to pay for Option Restricted Shares hereunder on an installment basis, all annual installments shall be equal in principal amount except as follows: (A) The initial installment for any such sale of Option Restricted Shares, other than a sale occurring by reason of Ken's death, Dismissal For Cause or breach of any of the provisions of Section 2.2 1.2 or Section 2.31.3, shall be not less than the amount, if any, of Ken's additional income tax liability (federal, state and local) actually occasioned as a result of such sale, provided that such amount shall have been certified to the Company in writing by Ken's tax accountant. (B) The initial installment for the first sale of shares of Class A Stock that Ken ▇▇▇es under this Agreement or the Stockholders' Option Agreement, other than a sale occurring by reason of Ken's death, Dismissal For Cause or breach of any of the provisions of Section 2.2 1.2 or Section 2.31.3, shall be at least (1) the amount due under clause (A) above plus the amount of one million dollars ($1,000,000) or (2) if less, the total purchase price for such Option Restricted Shares. (C) The initial installment for any sale of Option Restricted Shares occurring by reason of Ken's death shall be not less than the amount of the estate and succession tax liability (federal and state) occasioned as a result of the inclusion of the Option Restricted Shares in Ken's estate (giving effect to any deferral permitted by law or regulation in the payment 29 34 thereof) together with any and all costs and expenses of administration of Ken's estate as reasonably estimated by Ken's representative, all as certified to the Company in writing by Ken's representative.

INITIAL INSTALLMENT. In the event the Company elects to pay for Option Shares hereunder on an installment basis, all annual installments shall be equal in principal amount except as follows: (A) The initial installment for any such sale of Option Shares, other than a sale occurring by reason of KenMichael's death, Dismissal For Cause or breach of any of the provisions of Section 2.2 or Section 2.3, shall be not less than the amount, if any, of KenMichael's additional income tax liability (federal, state and local) actually occasioned as a result of such sale, provided that such amount shall have been certified to the Company in writing by KenMichael's tax accountant. (B) The initial installment for the first sale of shares of Class A Stock that Ken Mich▇▇▇ ▇▇▇es under this Agreement or the Stockholders' Agreement, other than a sale occurring by reason of KenMichael's death, Dismissal For Cause or breach of any of the provisions of Section 2.2 or Section 2.3, shall be at least (1) the amount due under clause (A) above plus the amount of one million dollars ($1,000,000) or (2) if less, the total purchase price for such Option Shares. (C) The initial installment for any sale of Option Shares occurring by reason of KenMichael's death shall be not less than the amount of the estate and succession tax liability (federal and state) occasioned as a result of the inclusion of the Option Shares in KenMichael's estate (giving effect to any deferral permitted by law or regulation in the payment 29 34 thereof) together with any and all costs and expenses of administration of KenMichael's estate as reasonably estimated by KenMichael's representative, all as certified to the Company in writing by KenMichael's representative.