Included Constructive Termination definition
Included Constructive Termination means a Constructive Termination (1) due to a reduction of the Executive's Base Salary or (2) due to a failure by the Company to pay the Executive's Base Salary. The Company shall provide additional payments to the Executive ("Gross-Up Payments") to cover all applicable federal, state and local income and excise taxes payable by the Executive upon a Loan Forgiveness Event, including, without limitation, any tax imposed by Section 4999 of the Code or any similar tax, due with respect to the forgiven Loan and the Gross-Up Payments.
Included Constructive Termination means a Constructive Termination (1) due to a reduction of the Executive's Base Salary, (2) due to a failure by the Company to pay the Executive's Base Salary, (3) due to an event that constitutes a Constructive Termination under clause (ii) or (v) of the definition of Constructive Termination in Section 1(g) hereof, or (4) due to the appointment subsequent to the Effective Date of any person to an executive position at the Company that is co-equal with or senior to that of the Executive. In the event of Executive's termination of employment prior to July 31, 2003 under circumstances not constituting a Loan Forgiveness Event, unpaid principal and accrued interest under the Loan shall be repayable in full immediately upon such termination in accordance with the terms of the promissory note and any cash compensation then owed to the Executive by the Company may be offset against any amounts then owed by the Executive to the Company with respect to the Loan; provided, however, that in the event there is any dispute between the Company and the Executive as to whether the underlying circumstances of termination constitute a Loan Forgiveness Event, no offset shall be applied by the Company until such dispute has been finally resolved in accordance with the provisions of Section 23 hereof. The Company shall provide additional payments to the Executive ("Gross Up Payments") to cover all applicable federal, state and local income and excise taxes payable by the Executive upon the occurrence of a Loan Forgiveness Event, including, without limitation, any tax imposed by Section 4999 of the Code or any similar tax, with respect to the forgiven loan and the Gross Up Payments. In the event that the Internal Revenue Service determines at any time that principal or interest under the Loan should be taken into account as taxable income by the Executive at the time it is entered into, any resulting tax, including any resulting state and local taxes (collectively, "Associated Taxes"), and any related interest and penalties will be either paid by the Company directly to the IRS or to the Executive, at his election, when due. In addition, the Company shall make additional payments to the Executive to hold him harmless from: (i) any tax liabilities attributable to its payment of any related interest and penalties, and (ii) any imputed income associated with interest-free component of the Executive's repayment obligation referred to in this Agreement (the "Hold Harmless Payments...
Included Constructive Termination means a Constructive Termination (1) due to a reduction of the Executive's Base Salary or (2) due to a failure by the Company to pay the Executive's Base Salary or (iii) a termination of the Executive's employment pursuant to clause (iii) of the definition of Constructive Termination in Section 1(h) hereof. The Company shall provide additional payments to the Executive ("Gross-Up Payments") to cover all applicable federal, state and local income and excise taxes payable by the Executive upon a Loan Forgiveness Event, including, without limitation, any tax imposed by Section 4999 of the Code or any similar tax, due with respect to the forgiven Loan and the Gross-Up Payments.
Examples of Included Constructive Termination in a sentence
For purposes of this Agreement, an "Included Constructive Termination" shall mean a Constructive Termination (1) due to a reduction of the Executive's Base Salary or (2) due to a failure by the Company to pay the Executive's Base Salary.