Deferral of Compensation. The Company shall implement deferral arrangements permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and annual incentive compensation under Section 4, (ii) long-term incentive compensation under Section 5(a), and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, the Company shall credit to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without de...
Deferral of Compensation. If the Bank has in effect or adopts any deferral program or arrangement permitting executives to elect to defer any compensation, Executive will be eligible to participate in such program. Any plan or program of the Bank which provides benefits based on the level of salary, annual incentive, or other compensation of Executive shall, in determining Executive’s benefits, take into account the amount of salary, annual incentive, or other compensation prior to any reduction for voluntary contributions made by Executive under any deferral or similar contributory plan or program of the Bank (excluding compensation that would not be taken into account even if not deferred), but shall not treat any payout or settlement under such a deferral or similar contributory plan or program to be additional salary, annual incentive, or other compensation for purposes of determining such benefits, unless otherwise expressly provided under such plan or program.
Deferral of Compensation. If the Company has in effect or adopts any deferral program or arrangement permitting executives to elect to defer any compensation, Executive will be eligible to participate in such program on terms no less favorable than the terms of participation of any other senior executive officer of the Company. Any plan or program of the Company which provides benefits based on the level of salary, annual incentives, or other compensation of Executive shall, in determining Executive’s benefits, take into account the amount of salary, annual incentives, or other compensation prior to any reduction for voluntary contributions made by Executive under any deferral or similar contributory plan or program of the Company, but shall not treat any payout or settlement under such a deferral or similar contributory plan or program to be additional salary, annual incentives, or other compensation for purposes of determining such benefits, unless otherwise expressly provided under such plan or program.
Deferral of Compensation. Employee shall make an irrevocable election to defer compensation to be paid by Employer by the signing of an Election to Defer in the form approved by Employer. Deferrals under such elections shall be effective on the date the Election to Defer is properly completed by Employee and accepted by Employer. Employer shall acknowledge receipt of Employee's deferral election by signing the Election to Defer and returning it to Employee within 14 days of receipt.
Deferral of Compensation. Starting with Compensation to be paid to me with respect to services provided by me to the Invesco Funds for the next Deferral Year commencing January 1, 20 [insert year] or, if I am a newly appointed Trustee, after the date hereof (provided I make this Deferral Election) within 30 days of my appointment to the Board of Trustees, I hereby elect that percent ( %) of my Compensation (as defined under the Agreement) be reduced and that the Fund establish and maintain a Deferral Account in accordance with the Agreement. I understand that this election will remain in effect with respect to Compensation I earn in subsequent years unless I modify or revoke it by submitting a Modification Form. I understand that any Modification Form will be effective only prospectively and will become effective as to Compensation I earn in the calendar year that begins after the Modification Form is received by the Plan Administrator.
Deferral of Compensation. Notwithstanding anything to the contrary in this Agreement, any remuneration under this Agreement or any other agreements to which the Corporation and Employee are parties in respect of employment that is not deductible for any taxable year of the Corporation because of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), will be deferred until the first day that any excess remuneration becomes deductible under Section I62(m) or by virtue of its repeal or amendment. Any such deferred payment will bear interest at the prime rate plus one beginning with the date such payment is first deferred. Notwithstanding any provision in this Agreement to the contrary, this Section 4.8 shall survive the termination of this Agreement.
Deferral of Compensation. If, as of a Change of Control, your Units constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A, then, solely to the extent that such Change of Control is a change of control event within the meaning of the applicable default provisions set forth in Treasury Regulation Section 1.409A-3(i)(5) (or the successor regulation thereto), the Committee may, in its discretion, terminate the Plan in accordance with Section 409A and, except as otherwise provided in Paragraph 10(d), issue in a lump sum to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 4, the shares of Common Stock then issuable to you pursuant to this Paragraph 10(c); provided, that, such issuance shall be at a time and in a manner that will not result in the imposition on you of adverse or unintended tax consequences under Section 409A.
Deferral of Compensation. The Executive shall be permitted to elect to defer receipt, pursuant to written deferral election terms and forms (the “Deferral Election Forms”) consistent with Section 409A of the Code, as hereinafter defined, of all or a specified portion of his annual incentive compensation under Section 4 and his long term incentive compensation under Section 5; provided, however, that such deferrals shall not reduce the Executive’s total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable the Executive to pay the 1.45% Medicare tax imposed on his wages in excess of such FICA maximum taxable wage base. The Company and the Executive agree that compensation deferred pursuant to this Section 6(b) shall be fully vested and nonforfeitable; however, the Executive acknowledges that his rights to the deferred compensation provided for in this Section 6(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of the Executive, or be assignable or transferable by the Executive, otherwise than by will or the laws of descent and distribution, provided that the Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.
Deferral of Compensation. Notwithstanding any provision of this Agreement to the contrary, to the extent that (i) any amount(s) would be payable to You under Section 3(a), (b), (c) or (d) above by reason of Your termination of employment, and (ii) such amount(s) constitute a “deferral of compensation” within the meaning of Treasury regulations issued under Code §409A as reasonably determined by the Company, then such amount(s) shall not be paid until You have incurred a Separation from Service if such termination of employment does not constitute a Separation from Service. Furthermore, to the extent that (i) any amount(s) would be payable to You within the first six (6) months following Your Separation from Service on account of Your Separation from Service, (ii) You are a Specified Employee as of the date of Your Separation from Service, and (iii) such amount(s) constitute a “deferral of compensation” within the meaning of Treasury regulations issued under Code §409A as reasonably determined by the Company, then such amount(s) shall not be paid and shall instead be held and accumulated and paid as of the date which is six (6) months and one (1) day after the date of Your Separation from Service. Any amounts paid which are excepted from being a “deferral of compensation” shall not be subject to the foregoing restrictions. For all purposes of this Agreement, the right to a series of installment payments shall be treated as a right to a series of separate payments for purposes of Code §409A.
Deferral of Compensation. Payments made pursuant to this Plan and RSU Agreement are intended to comply with or qualify for an exemption from Section 409A of the Internal Revenue Code (“Section 409A”). The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this RSU Agreement to ensure that all shares subject to the RSU Award are made in a manner that qualifies for exemption from or complies with Section 409A; provided however, that the Company makes no representations that the shares will be exempt from Section 409A and makes no undertaking to preclude Section 409A from applying to this RSU Award.
