Common use of Recourse Loan Clause in Contracts

Recourse Loan. As of the Effective Date, the Original Shareholders shall loan the Executive (in proportion to their respective equity interests in the Company) the aggregate amount of fifteen million dollars ($15,000,000). The Executive shall be personally liable, subject to the terms of this Agreement, for the repayment of such loans, which shall become due and payable in full on the fifth anniversary of the Effective Date. Interest shall accrue on such loans at the "Applicable Federal Rate", determined in accordance with section 1274(d) of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). On each of the first two anniversaries of the Effective Date, if, and only if, the Executive shall be employed by the Company on such anniversary date, all interest then accrued on such loans and one-fifth (1/5) of the principal amount of such loans shall automatically be forgiven. Upon any termination of the Executive's employment for Cause prior to the fifth anniversary of the Effective Date, the entire outstanding principal balance of such loans and all accrued interest thereon shall become due and payable immediately. Upon the earlier to occur of the fifth anniversary of the Effective Date (if, and only if the Executive shall be employed by the Company on such date) or any termination of the Executive's employment prior to the fifth anniversary of the Effective Date by the Company (other than for Cause), by the Executive for Good Reason (as defined in Section 6(d)(i) hereof), or by reason of the Executive's death or Disability, the entire outstanding principal balance of such loans and the accrued interest thereon shall automatically be forgiven. If the Executive's employment is terminated by the Executive prior to the fifth anniversary of the Effective Date (other than for Good Reason or by reason of his death or Disability), forgiveness of outstanding principal and accrued interest of such loans (beyond amounts required to be forgiven pursuant to the fourth sentence of this Section 4(f)) shall not occur, and the remaining principal and accrued interest of such loans shall immediately become due and payable. On September 3, 1996, the Executive shall execute promissory notes evidencing such loans substantially in the forms attached hereto as Exhibits B-1 and B-2, respectively. The parties acknowledge that such promissory notes may be assigned by the Original Shareholders to the Company, in which case the rights and obligations under such notes shall inure to the benefit of and be binding upon, and shall be enforceable by, the Company; provided that no such assignment shall occur prior to the earlier of (i) the second anniversary of the Effective Date and (ii) the Company having raised an aggregate of $150 million of equity or debt financing.

Recourse Loan. As of the Effective Date, the Original Shareholders shall loan the Executive (in proportion to their respective equity interests in the Company) the aggregate amount of fifteen million dollars ($15,000,000). The Executive shall be personally liable, subject to the terms of this Agreement, for the repayment of such loans, which shall become due and payable in full on the fifth anniversary of the Effective Date. Interest shall accrue on such loans at the "Applicable Federal Rate", determined in accordance with section 1274(d) of the Internal Revenue Code 14 of 1986, as amended from time to time (the "Code"). On each of the first two anniversaries of the Effective Date, if, and only if, the Executive shall be employed by the Company on such anniversary date, all interest then accrued on such loans and one-fifth (1/5) of the principal amount of such loans shall automatically be forgiven. Upon any termination of the Executive's employment for Cause prior to the fifth anniversary of the Effective Date, the entire outstanding principal balance of such loans and all accrued interest thereon shall become due and payable immediately. Upon the earlier to occur of the fifth anniversary of the Effective Date (if, and only if the Executive shall be employed by the Company on such date) or any termination of the Executive's employment prior to the fifth anniversary of the Effective Date by the Company (other than for Cause), by the Executive for Good Reason (as defined in Section 6(d)(i) hereof), or by reason of the Executive's death or Disability, the entire outstanding principal balance of such loans and the accrued interest thereon shall automatically be forgiven. If the Executive's employment is terminated by the Executive prior to the fifth anniversary of the Effective Date (other than for Good Reason or by reason of his death or Disability), forgiveness of outstanding principal and accrued interest of such loans (beyond amounts required to be forgiven pursuant to the fourth sentence of this Section 4(f)) shall not occur, and the remaining principal and accrued interest of such loans shall immediately become due and payable. On September 3, 1996, the Executive shall execute promissory notes evidencing such loans substantially in the forms attached hereto as Exhibits B-1 and B-2, respectively. The parties acknowledge that such promissory notes may be assigned by the Original Shareholders to the Company, in which case the rights and obligations under such notes shall inure to the benefit of and be binding upon, and shall be enforceable by, the Company; provided that no such assignment shall occur prior to the earlier of (i) the second anniversary of the Effective Date and (ii) the Company having raised an aggregate of $150 million of equity or debt financing.