Deferred Compensation Plan Manager shall be eligible to participate in the First Mid-Illinois Bancshares, Inc. Deferred Compensation Plan in accordance with the terms and conditions of such Plan.
Deferred Compensation Plans Employees are to be included in the State of California, Department of Personnel Administration's, 401(k) and 457 Deferred Compensation Programs. Eligible employees under IRS Code Section 403(b) will be eligible to participate in the 403(b) Plan.
Incentive, Savings and Retirement Plans During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.
Deferred Salary Leave Plan (1) The deferred salary leave plan enables Employees to take one (1) year of leave from the Public Service and to finance this leave through a deferral of Salary in previous years.
(2) Under this plan, participating Employees agree to defer a portion of their Salary for four (4) consecutive Academic Years and the Employer agrees to grant the Employee leave in the fifth year, and to use the amounts deferred in the previous four (4) years to pay the Employee's Salary during the period of the leave. Participation in the plan is subject to operational requirements.
(3) During the period of leave, Employees may engage in whatever activities they wish.
(4) The individual plan for each participating Employee is a six (6) Academic Year period consisting of the following:
(a) The first four consecutive years during which the Employee draws 80% of Salary earned in each of the four years and defers the remaining 20%;
(b) The fifth consecutive year in which the Employee takes the leave, and is paid from the amounts deferred above plus any interest earned on the deferred funds; and
(c) The sixth consecutive year in which the Employee returns to employment with the Public Service of Nunavut for a minimum of one year.
(5) There is no maximum number of Employees allowed to enter the plan.
(6) Executive Directors ensure that approved leaves do not impair the future operation of their School Operations.
(7) Employees make written application to their Executive Director. Applications should state the proposed start of the Salary deferral and the proposed period of leave.
(8) The Executive Director reviews the application and the requirements of the School Operations and notifies the Employee and the respective Department of Finance, Pay and Benefits Officer at least six (6) weeks prior to the start of Salary Deferral.
(9) Each participant will sign an agreement covering the details of the plan.
(10) In each year of the plan preceding the period of the leave, the Employee will be paid 80% of the applicable Salary. The remaining 20% of Salary will be deferred and this amount will be retained in trust by the Employer to finance payments during the period of leave.
(11) The deferred Salary will be placed in a trust fund by the Government and any returns on the investment of the trust will be used to pay the participant during the period of leave.
(a) The money held in trust will be pooled with other Government funds and the Employee will be credited with the average rate of return on those funds.
(b) Investments will be restricted to those eligible under Section 57(1) of the Financial Administration Act.
(c) A statement of the individual's account will be provided at each anniversary of the plan.
(12) During the period of leave, the participant shall receive, if on a one (1) year leave, one twenty-sixth (1/26) of the amount deferred plus any trust fund returns in each pay period, less applicable deductions. No additional payments to the participant can be made such as loans, subsidies, Allowances or Salary.
(13) Income tax will be deducted in accordance with the provisions of the Income Tax Act and its Regulations.
(14) During the first four (4) years of the plan, the Employer shall provide Employee benefits at a level equivalent to 100% of Salary. Benefits and premium recoveries for the period of leave will be governed by the rules for leave without pay. All benefits cease except Health Care Plan, superannuation, supplementary death benefit, disability insurance, and dental coverage. Premiums for these plans are payable by the Employee. Arrangements can be made to have deductions from pay for some of these benefits.
(15) Upon return from leave, the Department will place the Employee in the position held at the commencement of the leave.
(16) Returning Employees will have their qualifications re-assessed and placed on the appropriate pay scale.
(17) The Employer shall cancel participation in the plan and shall refund, within 60 days, the total of the deferred Salary plus earnings from the plan if the Employee dies or employment is otherwise terminated.
(18) Where operational requirements would not be met if the Employee proceeded on leave in the fifth year, or where exceptional changes in personal circumstances make the leave unfeasible, the Employer will give the Employee the choice of the following:
(a) withdrawing from the plan and taking a refund of the total in the deferred salary account; or
(b) deferring the period of leave to either the sixth or the seventh academic consecutive year or to some other mutually agreeable time.
(19) Upon withdrawal from the plan the total in the account will be repaid to the Employee within 60 days from the notification of withdrawal.
Nonqualified Deferred Compensation (a) It is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance.
(b) Neither Company nor Executive shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner which would not be in compliance with Section 409A of the Code (including any transition or grandfather rules thereunder).
(c) Because Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, any payments to be made or benefits to be delivered in connection with Executive’s “Separation from Service” (as determined for purposes of Section 409A of the Code) that constitute deferred compensation subject to Section 409A of the Code shall not be made until the earlier of (i) Executive’s death or (ii) six months after Executive’s Separation from Service (the “409A Deferral Period”) as required by Section 409A of the Code. Payments otherwise due to be made in installments or periodically during the 409A Deferral Period (“Delayed Payments”) shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled. Any such benefits subject to the rule may be provided under the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. Any Delayed Payments shall bear interest at the United States 5-year Treasury Rate plus 2%, which accumulated interest shall be paid to Executive as soon as the 409A Deferral Period ends.
(d) For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.
(e) Notwithstanding any other provision of this Agreement, neither Company nor its subsidiaries or affiliates shall be liable to Executive if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A of the Code otherwise fails to comply with, or be exempt from, the requirements of Section 409A of the Code.
Deferred Compensation Account The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.
Termination of 401(k) Plan At Parent’s written request, delivered no later than fifteen (15) days prior to the Closing, the Company shall terminate the Furmanite Corporation 401(k) Savings and Investment Plan (the “Company 401(k) Plan”) effective immediately prior to the Closing Date and contingent upon the occurrence of the Closing, and upon such termination, shall cease all further contributions to the Company 401(k) Plan for pay periods beginning on and after the Closing Date and, to the extent the Company 401(k) Plan provides for loans to participants, and upon such termination, shall cease making any such additional loans effective immediately prior to the Closing Date. If Parent does not instruct the Company to terminate the Company 401(k) Plan, nothing herein shall be deemed to prevent the Surviving Corporation or Parent from terminating the Company 401(k) Plan following the Closing in accordance with applicable Law. In the event that Parent instructs the Company to terminate the Company 401(k) Plan, (a) prior to the Closing Date and thereafter (as applicable), the Company and Parent shall take any and all action as may be required, including amendments to the Company 401(k) Plan and/or the corresponding 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (the “Parent 401(k) Plan”) to comply with applicable Law, (b) subject to the receipt of a favorable IRS determination letter with respect to the termination of the Company 401(k) Plan, to permit each employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including, for the avoidance of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in cash or notes (in the case of loans) in an amount equal to the eligible rollover distribution portion of the account balance distributable to such Continuing Employee from the Company 401(k) Plan to the corresponding Parent 401(k) Plan, and (c) upon any termination of the Company 401(k) Plan in accordance with this Section 6.03, the Continuing Employees shall be eligible to participate, effective as of the Effective Time, in the Parent 401(k) Plan.
Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any director, officer or employee of Metropolitan or its Subsidiaries, or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (i) for normal individual increases in compensation to employees in the ordinary course of business consistent with past practice, (ii) for other changes that are required by applicable law, and (iii) to satisfy Previously Disclosed contractual obligations existing as of the date hereof.
Benefits of the Administration Agreement Nothing in this Agreement, expressed or implied, shall give to any Person other than the parties hereto and their successors hereunder, the Owner Trustee, any separate trustee or co-trustee appointed under Section 6.10 of the Indenture and the Noteholders, any benefit or any legal or equitable right, remedy or claim under this Agreement. For the avoidance of doubt, the Owner Trustee is a third party beneficiary of this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.
Supplemental Executive Retirement Plan The Executive shall participate in the Company's Unfunded Pension Plan for Selected Executives (the "SERP").
