Deferred Compensation Arrangements. Except as set forth in Schedule -------- 5.1(n) attached hereto, none of the Companies has entered into employment ------ contracts or deferred compensation plans, incentive compensation plans, executive compensation plans, arrangements or commitments (each, individually, an "Arrangement"). With respect to each such Arrangement:
(i) Such Arrangement complies currently, and has complied in the past, both as to form and operation with its terms and the provisions of the Code and ERISA and all applicable laws, rules and regulations;
(ii) The disclosure and reporting provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 have been satisfied;
(iii) Such Arrangement is legally valid and binding and is in full force and effect;
(iv) The Companies have made all contributions required to be made under any such Arrangement and no contributions are currently due and owing;
(v) There are no actions, suits or claims pending (other than routine claims for benefits) or, to the best of the Companies' knowledge, which could be reasonably expected to be asserted against any such Arrangement; and
(vi) The Companies have performed all obligations required to be performed by it under any such Arrangement and the Companies are not in default or in violation of, and the Companies have no knowledge of a default or violation by any other party to any such Arrangement.
Deferred Compensation Arrangements. Each Company Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code, and the Treasury regulations and IRS guidance thereunder. Each Company Stock Option has been granted with an exercise price no lower than “fair market value” (within the meaning of Sections 409A and 422 of the Code) as of the grant date of such option.
Deferred Compensation Arrangements. (i) Each plan, program, agreement, or arrangement that is identified in Section 2.13(a) of the Company Disclosure Letter and each Company Benefit Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 409(A)(d)(1) of the Code) has been operated in good faith compliance with Section 409A of the Code, IRS Notice 2005-1, Proposed Regulations issued under Code Section 409A, Fed. Reg. Vol. 70, No. 191, p. 57984 (10/4/2005), and any subsequent guidance relating thereto; and (ii) no additional Tax under Section 409A(a)(1)(B) of the Code has been or is reasonably expected to be incurred by a participant in any such plan, program, agreement, or arrangement or Company Benefit Plan.
Deferred Compensation Arrangements. United shall take all appropriate action as shall be necessary to cause the Previously Disclosed deferred compensation arrangements presently in effect for United’s directors to be frozen as of, and no longer be available for the deferral of compensation or matching contributions after, June 30, 2005. All director fees payable for the period after June 30, 2005 and prior to the Effective Time shall be paid in cash and not deferred.
Deferred Compensation Arrangements. To the extent the Executive is, at the time of his termination of employment under this Agreement, participating in one or more deferred compensation arrangements subject to Code Section 409A, the payments and benefits provided under those arrangements shall continue to be governed by, and to become due and payable in accordance with, the specific terms and conditions of those arrangements, and nothing in this Agreement shall be deemed to modify or alter those terms and conditions.
Deferred Compensation Arrangements. Acquiror shall, or shall cause Acquiror Bank, to assume and continue the Amended and Restated Jacksonville Savings Bank Salary Continuation Plan 1, the Amended and Restated Jacksonville Savings Bank Salary Continuation Plan 2, the Jacksonville Savings Bank Long-Term Deferred Compensation Plan, and the six (6) Cxxxxx State Bank deferred compensation agreements listed on Schedule 7.6 (all such plans and agreements collectively referred to herein as the “Deferred Compensation Arrangements”) such that: (a) the benefits and earnings thereunder shall continue to accrue after the Effective Time in accordance with the terms of the Deferred Compensation Arrangements; and (b) the timing and manner of all benefit payments thereunder shall be made in accordance with the Deferred Compensation Arrangements such that the Acquiror or Acquiror Bank shall not accelerate the timing of the payments due under the Deferred Compensation Arrangements without participant consent. Immediately prior to the Effective Time, all amounts payable under the Deferred Compensation Arrangements shall be deposited into separate accounts within an irrevocable grantor trust (which shall meet the requirements of Internal Revenue Service Rev. Proc. 92-64, as amended or superseded, and all payments due under the Deferred Compensation Arrangements shall be made from such grantor trust. The Company shall adopt amendment(s) and resolution(s) to effectuate the provisions of this Section 7.6.
Deferred Compensation Arrangements. Borrower has two stock option plans in place, and has numerous stock option agreements covering options issued under said plans. Borrower has also issued a de minimus amount of stock appreciation rights under the earlier of said plans. Borrower has a 401(k) plan. Borrower’s chief executive office is at 0 Xxxxxxxxx Xxxx., Xxxxxx, XX 00000.
Deferred Compensation Arrangements. Schedule 3.20 contains a list of all non-qualified deferred compensation arrangements of Gateway, if any, including (i) the terms under which the cash value of any life insurance purchased in connection with any such arrangement can be realized and (ii) the amount of any unfunded liabilities of such plans.
Deferred Compensation Arrangements. Schedule 3.20 contains a list of all non-qualified deferred compensation arrangements of the Company, if any, including (i) the terms under which the cash value of any life insurance purchased in connection with any such arrangement can be realized and (ii) the amount of any unfunded liabilities of such plans.
Deferred Compensation Arrangements. Schedule 2.20 contains a list of all deferred compensation arrangements of State Bank, if any, including the terms under which the cash value of any life insurance purchased in connection with any such arrangement can be realized.
