Company Deferred Compensation Plan. As of the Closing Date and through December 31, 2007, Parent shall assume, or shall cause the Surviving Corporation to continue, the TALX Corporation Nonqualified Savings and Retirement Plan with the eligibility and benefit provisions of such plan as of the date hereof (assuming such eligibility provisions continue to meet the requirements for the plan to be exempt from certain provisions of ERISA as a “top hat” plan) and in a manner consistent with the requirements of, and so as to avoid triggering tax liabilities under, Section 409A of the Code. Effective January 1, 2008, employees of the Surviving Corporation shall be eligible to participate in the Parent deferred compensation plan in accordance with the eligibility provisions of such plan.
Company Deferred Compensation Plan. In consideration for the payments referred to in this Article 5.3, the Executive agrees to waive any rights he has in respect of receiving payment for the “Plan Benefit Amount” as such term is defined under the InterTan, Inc. Deferred Compensation Plan (being $1,375,00 Canadian $); such waiver being only effective upon receipt by the Executive of the First Installment (as defined below). The Company will make payable to the Executive two installments as follows: the first payment of $687,500(Canadian $) which will be paid immediately upon the last to occur of (i) the successful closing of the tender offer contemplated by that certain Tender Agreement and Acquisition Agreement and Agreement and Plan of Merger dated on or about March 30, 2004 (the “Closing”), and (ii) the full execution of this Agreement by all required parties; provided that the First Installment payment is made, the Company shall pay a second payment of $687,500 (Canadian $) (the “Second Installment”) as soon as reasonably practicable following the date that is one year following the Closing. An additional payment of $343,750 (Canadian $) (the “Severance Payment”) shall be paid to the Executive if either: (a) the Company or the Executive chooses not to negotiate a new Employment Agreement or (b) if the Company decides to terminate at any time during the Term the Executive’s employment without cause. For the sake of clarity, it is acknowledged and agreed that both the Second Installment and Severance Payment shall immediately become payable by the Company to the appropriate party in the event: (x) the Executive’s employment is terminated by the Company during the Term without cause, (y) the Executive dies, or (z) becomes disabled during the Term (“disabled” meaning that he is incapacitated to the extent that he is unable to fulfill his duties and responsibilities for a significant time or if he is disable at the time of the first anniversary of the Closing. In the event that the Company terminated the Executive during the Term for “cause”, cause being defined as the conviction of a felony, then the obligation of the Company to make the Second Installment Payment and the Severance Payment shall be extinguished.
Company Deferred Compensation Plan. The Company will assume all liabilities under the InterTan, Inc. Deferred Compensation Plan (for purposes of this Article 5.8 only, the “Plan”) and that the Plan will be amended to provide that the Executive’s Plan Benefit Amount, as that term is defined in the Plan ($3,725,000 US), may be payable to the Executive in three equal installments as follows: $1,229,250 US $ payment of the Executive’s Plan Benefit Amount will be paid immediately upon the last to occur of (i) the successful closing of the tender offer contemplated by that certain Tender Agreement and Acquisition Agreement and Agreement and Plan of Merger dated on or about March 30, 2004 (the “Closing”), and (ii) the full execution of this Agreement by all required parties; and second and third installments, as described below, shall be deposited directly into an escrow account immediately after Closing. Assuming that the first $1,229,250 US $ payment is made, the second $1,229,250 US $ payment of the Executive’s Plan Benefit Amount shall be paid as soon as reasonably practicable following the date that is two years following the Closing. Assuming that the first and the second payments are made, the third and final payment of $1,226,500 US $ of the Executive’s Plan Benefit Amount shall be paid as soon as reasonably practicable following the date that is three (3) years following the Closing. In the event that the Executive’s employment terminates as the result of his death pursuant to Article 7.1 before all payments are made under this Article 5.8, then such payments will be made to the Executive’s estate, when due. In the event that the Executive’s employment is terminated due to disability under Article 7.2 before all payments are made under this Article 5.8, then such payments will be made to the Executive, or to the Executive’s personal representative, if applicable. Circuit City Stores, Inc. (“Circuit City”) will guarantee the obligations of the Company to the Executive under the Plan, as it is amended consistent with this Article. Notwithstanding anything to the contrary in this Article 5.8, the Executive shall not be entitled to any payments, or any further payments, under this Article 5.8 if his employment is terminated under this Agreement pursuant to Article 7.5 (c) of this Agreement.
Company Deferred Compensation Plan. Company shall make matching contributions to the deferred compensation plan for calendar year 2021 of not more than $27,500, with such contributions to be made prior to the Effective Time; provided, however, such amount shall be included as a Transaction Expense for the purposes of calculating Closing Tangible Book Value as of the Calculation Date. Company will, or will cause the appropriate Subsidiary to, terminate and fully liquidate all deferred compensation plans sponsored, offered or maintained in effect by Company or any Company Subsidiary prior to the Closing Date by paying the amounts due to each participant thereunder, with such termination and liquidation to be accomplished in a manner reasonably satisfactory to Parent and in compliance with Section 409A of the Code and the regulations thereunder.
Company Deferred Compensation Plan. The Company will assume all liabilities under the InterTan, Inc. Deferred Compensation Plan (for purposes of this Article 5.8 only, the “Plan”) and that the Plan will be amended to provide that the Executive’s Plan Benefit Amount, as that term is defined in the Plan ($1,258,000 Canadian $), may be payable to the Executive in two installments as follows: the first $629,000 Canadian $ payment of the Executive’s Plan Benefit Amount will be paid immediately upon the last to occur of (i) the successful closing of the tender offer contemplated by that certain Tender Agreement and Acquisition Agreement and Agreement and Plan of Merger dated on or about March 30, 2004 (the “Closing”), and (ii) the full execution of this Agreement by all required parties; and an amount equal to fifty (50%) for the second and final installment, as described below. Assuming that the first $629,000 Canadian $ payment is made, the second $629,000 Canadian dollar payment of the Executive’s Plan Benefit Amount shall be paid as soon as reasonably practicable following the date that is one year following the Closing. To be eligible to receive these payments, the Executive must continue to be employed by the Company on the date of each payment. In the event that the Company terminates the employment of the Executive without cause, or the Executive for Good Reason terminates his employment, anytime before the final payments are made pursuant to Article 5.8 only, then any remaining payment under this Article 5.8 will be paid to the Executive within ninety (90) days of termination of employment. Notwithstanding anything to the contrary in this Article 5.8, the Executive shall not be entitled to any payments or any further payments, under this Article 5.8 if his employment is terminated under this Employment Agreement pursuant to Article 7.5 (c) of this Employment Agreement.
Company Deferred Compensation Plan. Prior to the Closing Date, Company shall amend Company’s Deferred Compensation Plan to prohibit any further employee and employer contributions thereunder effective as of the Effective Time.
