Special Definition. As used herein, the term “Basic Severance” shall mean the aggregate of the following amounts and benefits:
Special Definition. For purposes of this Article, a “participant” is any Participant or Beneficiary, including an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), who is a party-in-interest (as determined under ERISA Section 3(14)) with respect to the Plan.
Special Definition. As used in this Article III, the following terms shall have the ascribed meanings:
Special Definition. For purposes of this Section 4.03(d), “Additional Common Units” shall mean all Common Units issued (or, pursuant to Section 4.03(d)(iii), deemed to be issued) by the Company after the date of this Agreement, other than issuances or deemed issuances of:
Special Definition. For purposes of this paragraph 4(d), "Additional Shares of Common" shall mean all shares of Common Stock issued (or, pursuant to paragraph 4(d)(iii), deemed to be issued) by the Company after the Original Issue Date of a particular series of Preferred Stock, other than: a. shares of Common Stock issued or issuable upon conversion of shares of Preferred Stock; -7- 31 b. shares of Common Stock issued or issuable pursuant to the exercise or conversion of Series A Preferred Stock Purchase Warrants, Series B Preferred Stock Purchase Warrants, Series C Preferred Stock Purchase Warrants, Series D Preferred Stock Purchase Warrants, Series E Preferred Stock Purchase Warrants or any warrants or shares of capital stock assumed or issued by the Company in any acquisition of another business or entity; c. shares of Common Stock issued or issuable in an Employee Sale; and d. shares of Common Stock issued or issuable as a dividend or distribution on Preferred Stock or pursuant to any event for which adjustment is made pursuant to paragraph 4(d)(vi), (vii) or (viii) hereof. (ii) No Adjustment of Conversion Price. No adjustment in the Conversion Price of a particular share of Preferred Stock shall be made in respect of the issuance of Additional Shares of Common unless the consideration per share for an Additional Share of Common issued or deemed to be issued by the Company is less than the Conversion Price in effect on the date of, and immediately prior to such issue, for such share of Preferred Stock. No adjustment in the Conversion Price otherwise required by this paragraph 4 shall affect any shares of Common Stock issued upon conversion of Preferred Stock prior to such adjustment. (iii) Deemed Issue of Additional Shares of Common. a. Options and Convertible Securities. In the event the Company at any time or from time to time after the Original Issue Date of a particular series of Preferred Stock shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities or exercise of such Options, shall be deemed to be Additional Shares of Common issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Shares of Common shall not be deemed to have been issued unless the consideration per share (determined pursuant to paragraph 4(d)(v) hereof) of such Additional Shares of Common would be less than the Conversion Price of such series of Preferred Stock in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided further that in any such case in which Additional Shares of Common are deemed to be issued:
Special Definition. The term “Net-Tax Basis” as used in this ARTICLE IX means that, in determining the amount of the payment necessary to indemnify any Indemnitee against, or reimburse any Indemnitee for, Liabilities, the amount of such Liabilities will be determined net of any theoretical reduction in Tax realizable (assuming a hypothetical effective tax rate of forty percent (40%)) by the Indemnitee as the result of sustaining or paying such Liabilities after taking into account any Tax incurred on the receipt of Insurance Proceeds, and the amount of such Indemnity Payment will be increased (i.e., “grossed up”) by the amount necessary to satisfy any income or franchise Tax Liabilities that will be incurred by the Indemnitee as a result of its receipt of, or right to receive, such Indemnity Payment (as so increased), so that the Indemnitee is put in the same net after-Tax economic position as if it had not incurred such Liabilities, in each case without taking into account any impact on the Tax basis that an Indemnitee has in its assets.
Special Definition. For purposes of this Award, the capitalized term “Employment Agreement” shall mean that certain employment agreement between the Company and Employee dated as of June 19, 1999, as amended by Amendment No. 1 to Employment Agreement between the same parties dated as of January 9, 2003, as the same may be amended or superseded hereafter.