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name: IN GENERAL

In General. In the event the Executive intends to terminate his employment without Good Reason, he shall deliver a Notice of Termination to Old Guard which specifies a Date of Termination not less than (i) 90 days following the date of such notice, if a Change in Control shall not have occurred, or (ii) 30 days following the date of such notice, if a Change in Control shall have occurred.
In General. Each Employee Benefit Plan has been maintained and operated in compliance in all material respects with the provisions of ERISA and, to the extent applicable, the Code, including but not limited to the provisions thereunder respecting prohibited transactions.
In General. The chief financial officer of the Partnership shall be responsible for the preparation of financial reports of the Partnership and the coordination of financial matters of the Partnership with the Accountants.
In General. Subject to Section 14.1(b), the Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following ("Liquidating Events"):
In General. In connection with any Proceeding, the Company shall indemnify, and advance Expenses, to Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit.
In General. The Plan Administrator of each administered group shall have the discretion to make other awards of cash to Eligible Persons in such group ("Cash Awards"). Such Cash Awards may relate to existing Options or to the appreciation in the value of the Stock or other Company securities.
In General. In the event the Executive becomes unable to perform his duties on a full time basis by reason of the occurrence of his Disability and, within 30 days after a Notice of Termination is given, he shall not have returned to the full time performance of such duties, his employment may be terminated by Old Guard.
In General. In the event Old Guard intends to terminate the Executive's employment for Cause, it shall deliver a Notice of Termination to him which specifies a Date of Termination not less than 30 days following the date of such notice, unless a shorter period of notice is required by the principal regulator of the Company or any affiliate of the Company.
In General. In the event Old Guard intends to terminate the Executive's employment for any reason other than Disability or Cause, it shall deliver a Notice of Termination to him which specifies a Date of Termination not less than 90 days following the date of such notice.
In General. In the event the Executive becomes liable, for any taxable year, for the payment of an Excise Tax (because of a change in control) with respect to the compensation and benefits payable by Old Guard under this Agreement or otherwise, Old Guard shall make one or more Gross Up Payments to the Executive or on his behalf. The amount of any Gross Up Payment shall be calculated by a certified public accountant or other tax professional designated jointly by the Executive and Old Guard. The provisions of this paragraph shall apply with respect to the Executive's surviving spouse or estate, where relevant.
In General. For all services rendered by the Executive under this Agreement, the Company shall provide the Executive with the various forms of compensation and benefits set forth in this Section 3.
In General. If a Participant's benefit may be distributed in accordance with Section 8.01(b), the amount to be distributed for each calendar year for which a minimum distribution is required shall be at least an amount equal to the quotient obtained by dividing the Participant's interest in his Account by the life expectancy of the Participant or beneficiary or the joint life and last survivor expectancy of the Participant and his Beneficiary, whichever is applicable. For calendar years beginning before January 1, 1989, if a Participant's Beneficiary is not his spouse, the method of distribution selected must insure that at least 50 percent of the present value of the amount available for distribution is paid within the life expectancy of the ...
IN GENERAL. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State. This Agreement sets forth the entire agreement and understanding between the undersigned with respect to its subject matter and supersedes all prior discussions, agreements and understandings of every kind and nature between them with respect thereto. This Agreement shall inure to the benefit of, and be enforceable against, each of the undersigned and their respective successors and assigns.
IN GENERAL. With respect to any taxable year, the Metris Group Federal Income Tax Liability shall be the sum, for such taxable year, of (1) the Metris Group's liability for Federal Income Taxes as determined on the Pro Forma Metris Group Consolidated Return, and (2) any interest, penalties and other additions applicable to such taxes.
In General. For so long as any Person is a Partner, neither such Person nor any of its Controlled Affiliates shall engage in any Competitive Activity in the United States of America (including its territories and possessions other than Puerto Rico) except (i) through the Partnership, (ii) subject to Section 6.1(d), as provided in Section 6.1(b) or 6.1(c) or (iii) as permitted by Section 6.3 or 6.4. The term "Competitive Activity" means to bid on, acquire or, directly or indirectly, own, manage, operate, join, control, or finance or participate in the ownership, management, operation, control or financing of, or be connected as a principal, agent, representative, consultant, beneficial owner of an interest in any Person, or otherwise with, or use or ...
In General. A 401(k) Employee who is a Participant in the Plan shall have credited to his Excess Matching Sub Account an amount equal to the Matching Employer Contributions that he is prevented from receiving under the Profit Sharing Plan because of the limitations of Code Sections 402(g), 401(a)(17),
In General. Under this option, a payment shall be made to the Senior Manager for each month up to and including the month of the Senior Manager's death, at which time the remaining Account balance (adjusted to reflect such monthly distributions) shall be paid in a single lump sum to his or her Beneficiary. (b) Monthly Amount. The amount payable for any given month during the Senior Manager's lifetime shall be equal to the greater of (1) a fixed amount equal to two thirds of one percent of the Account balance as of the last business day of the month in which Termination of Employment occurs, or
In General. For purposes of this Agreement, a "Change Of Control" shall be the occurrence of any one or more of the following events, and the effective date of a Change Of Control shall be the effective date on which such event occurs:
In General. Under this option, monthly payments will be made from the Participating Company's general assets in amounts determined under the annuity payment form specified under this section 5.5. No annuity contract of any kind shall be purchased or provided. (b) Single Life Annuity. A Senior Manager who elects a single life annuity option shall receive a level monthly amount for his or her lifetime, which is actuarially equivalent to the Senior Manager's Account balance as of the last business day of the month following the month in which Termination of Employment occurs, determined by assuming interest equal to the average 30 year Treasury Bill rate for the November prior to the year of such termination, and life expectancy under the 1983 GATT ...
In General. An option may be exercised by delivery of payment of the purchase price of the Shares of Common Stock subject to an option accompanied by a properly executed written notice of exercise and subscription agreement in such