Common use of Deliveries to Participants Clause in Contracts

Deliveries to Participants. The Trustee shall hold the Trust Corpus in its possession under the provisions of this agreement until authorized to deliver the Trust Corpus or any specified portion thereof as follows: (a) In connection with any payment of the Funding Amount, the Company shall deliver to the Trustee schedules (the "Payment Schedules") indicating the amounts payable to or on behalf of each Executive, or providing a formula or instructions for determining the amounts so payable, the person or persons to whom so payable, the form in which the amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of the amounts. The Company (or, after a Change in Control of the Company, the Actuary) shall revise the Payment Schedules from time to time to the extent required under the Plans or pursuant to this Trust Agreement. The appropriate Payment Schedule also shall be delivered by the Trustee to each Executive. Modified Payment Schedules shall be delivered by the Company or the Actuary to the Trustee and by the Trustee to the Executives at each time that additional amounts are paid by the Company to the Trustee (or refunded to the Company) under the terms hereof and upon the occurrence of any event, such as the addition of new Executives or Plans or early retirement of an Executive, requiring a modification of any Payment Schedule. The Trustee shall have no duty to perform or to evaluate independently the determination of the Company or the Actuary made pursuant to this Section 4.02(a). At any time prior to a Change in Control of the Company, the Company may add additional Plans or additional Executives under any of the Plans, in which case both the Payment Schedules and the Funding Amount shall be adjusted accordingly. Except as otherwise provided herein, the Trustee shall make payments to or for the Executives only in accordance with the Payment Schedules. Upon and after a Change in Control of the Company, the Company may not cause any additional plans to become Plans hereunder nor may any additional Executive be added under any of the Plans. (b) After a Change in Control of the Company has occurred, an Executive who reasonably believes that the then current Funding Amount is inadequate or that the then current Payment Schedule applicable to him or her does not properly reflect the amount payable to or for the Executive or the time or form of payment from the Trust Corpus in respect of the Plans may deliver to the Trustee written notice (the "Executive's Notice") setting forth the Funding Amount and/or payment instructions for the amount the Executive believes is due under the relevant terms of the Plans. The Trustee shall deliver a copy of the Executive's Notice to the Company and the Actuary and to each other Executive within 10 business days of the delivery to the Trustee, and the Trustee will engage one or more independent attorneys, accountants, actuaries, or other experts (the "Experts"), including, if the Trustee so determines, the Actuary and/or the Advisor, to determine the correct Funding Amount and the correct Payment Schedule. The Trustee shall have no duty to perform or independently evaluate the determination of the Experts made pursuant to this Section 4.02(b). After any determinations, appropriate adjustments to the Funding Amount and the affected Payment Schedule may be made in accordance with the determination of the Experts, and any increase in the Funding Amount may be paid by the Company, in its sole discretion, to the Trustee as provided in Section 2.01(c). (c) The Trustee shall withhold from any payment due to an Executive hereunder the amount required by law to be so withheld under federal, state, and local wage withholding requirements or otherwise and shall pay over to the appropriate government authority the amounts so withheld. (d) Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, which determination is not appealable or with respect to which the time for appeal has expired, that the Executives or any particular Executive is subject to federal income taxation on amounts held in Trust hereunder prior to the distribution to the Executives or Executive of such amounts, the Trustee shall, on receipt by the Trustee of notice of the determination, pay to each Executive the portion of the Trust Corpus includable in the Executive's federal gross income. (e) Any revisions, modifications, or additions pertaining to Payment Schedules, Plans, or the Executive List shall not be subject to this Trust until receipt by the Trustee of copies thereof.

Deliveries to Participants. The Trustee shall hold the Trust ------------ -------------------------- Corpus in its possession under the provisions of this agreement Agreement until authorized to deliver the Trust Corpus or any specified portion thereof as follows: (a) In connection with any payment of the Funding Amount, the The Company shall deliver to the Trustee schedules Trustee, contemporaneously with any Additional Transfer pursuant to Section 2.01(b) hereof, a schedule (the "Payment SchedulesSchedule") indicating the amounts payable to or on behalf in respect of each Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable, the person or persons to whom so payable, the form in which the amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of the such amounts. The Company (or, after a Change in Control Payment Schedule shall include instructions as to the amount of interest accruing under the Company, the Actuary) shall revise the Payment Schedules Plans and such instructions may be revised from time to time to the extent required so provided under the Plans or pursuant to this Trust AgreementPlans. The appropriate Payment Schedule Schedule, as it pertains to each Executive, also shall be delivered by the Trustee Company to each such Executive. Modified A modified Payment Schedules Schedule shall be delivered by the Company or the Actuary to the Trustee and by the Trustee to the Executives each Executive (as it pertains to such Executive) at each time that additional amounts are required to be paid by the Company to the Trustee (or refunded to the Companyunder Section 2.01(d) under the terms hereof and upon the occurrence of any event, such as the addition of new Executives or Plans or early retirement of an Executive, requiring a modification of any the Payment Schedule. The Trustee shall have no duty to perform or to evaluate independently the determination of the Company or the Actuary made pursuant to this Section 4.02(a). At any time prior to a Change in Control of the Company, the Company may add additional Plans or additional Executives under any of the Plans, in which case both the Payment Schedules and the Funding Amount shall be adjusted accordingly. Except as otherwise provided herein, the Trustee shall make payments to or for the Executives only in accordance with the such Payment Schedules. Upon and after a Change in Control of the Company, the Company may not cause any additional plans to become Plans hereunder nor may any additional Executive be added under any of the PlansSchedule. (b) After a Change in Control of In the Company has occurred, event that an Executive who reasonably believes that the then current Funding Amount is inadequate or that the then current Payment Schedule applicable to him or her Schedule, as modified, does not properly reflect the amount payable to or for the such Executive or the time or form of payment from the Trust Corpus in respect of the Plans may any Plan, such Executive shall be entitled to deliver to the Trustee written notice (the "Executive's Notice") setting forth the Funding Amount and/or payment instructions for the amount the Executive believes is due payable under the relevant terms of the Planssuch Plan. The Trustee Executive shall also deliver a copy of the Executive's Notice to the Company and the Actuary and to each other Executive within 10 three (3) business days of the delivery to the Trustee, and . Unless the Trustee will engage one or more independent attorneys, accountants, actuaries, or other experts receives written objection from the Company within ten (the "Experts"), including, if 10) business days after receipt by the Trustee so determinesof such notice, the Actuary and/or the Advisor, to determine the correct Funding Amount and the correct Payment Schedule. The Trustee shall have no duty to perform or independently evaluate make the determination of the Experts made pursuant to this Section 4.02(b). After any determinations, appropriate adjustments to the Funding Amount and the affected Payment Schedule may be made payment in accordance with the determination of the Experts, and any increase payment instructions set forth in the Funding Amount may be paid by the Company, in its sole discretion, to the Trustee as provided in Section 2.01(c)Executive's Notice. (c) The Trustee shall be permitted to withhold from any payment due to an Executive hereunder the amount required by law to be so withheld under federalFederal, state, state and local wage withholding requirements or otherwise otherwise, and shall pay over to the appropriate government authority the amounts so withheld. The Trustee may rely on instructions from the Company as to any required withholding and shall be fully protected under Section 5.01(g) hereof in relying on such instructions. (d) Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, which determination is not appealable or with respect to which the time for appeal or protest of which has expired, or the receipt by the Trustee of a substantially unqualified opinion of tax counsel selected by the Trustee, which determination determines, or which opinion opines, that the Executives or any particular Executive Executive, is subject to federal Federal income taxation on amounts held in Trust hereunder prior to the distribution to the Executives or Executive of such amounts, the Trustee shall, on receipt by the Trustee of such opinion or notice of the such determination, pay to each Executive the portion of the Trust Corpus includable includible in the such Executive's federal Federal gross income. (e) Any revisions, modifications, or additions pertaining to Payment Schedules, Plans, or the Executive List shall not be subject to this Trust until receipt by the Trustee of copies thereof.

Deliveries to Participants. The Trustee shall hold the Trust Corpus in its possession under the provisions of this agreement Agreement until authorized to deliver the Trust Corpus or any specified portion thereof as follows: (a) In connection with any payment of the Funding Amount, the The Company shall deliver to the Trustee schedules Trustee, contemporaneously with the initial transfer pursuant to Section 3.01(b) hereof, a schedule (the "Payment SchedulesSchedule") indicating the amounts being transferred in respect of each Executive (if any), the amounts payable to or on behalf in respect of each Executive, or providing a formula or instructions (which may incorporate the Plans by reference) acceptable to the Trustee for determining the amounts so payable, the person or persons to whom so payable, the form in which the amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of the such amounts. The Company Payment Schedule shall include instructions as to the amount of interest accruing (or, after a Change in Control of and other actuarial assumptions) with respect to Benefits under the Company, the Actuary) shall revise the Payment Schedules Plans and such instructions may be revised from time to time to the extent required so provided under the Plans or pursuant to and this Trust Agreement. The appropriate Payment Schedule also shall be delivered by the Trustee Company to each Executive. Modified A modified Payment Schedules Schedule shall be delivered by the Company or the Actuary to the Trustee and by the Trustee to the Executives each Executive at each time that specified by Section 3.01(c) for the determination of whether additional amounts are paid by the Company must be contributed to the Trustee (or refunded to the Company) under the terms hereof Trust and upon the occurrence of any event, such as the addition of new Executives or Plans or early retirement termination of an Executive, requiring a modification of any the Payment Schedule. The Trustee shall have no duty to perform or to evaluate independently the determination of the Company or the Actuary made pursuant to this Section 4.02(a). At any time prior to a Change in Control of the Company, the Company may add additional Plans or additional Executives under any of the Plans, in which case both the Payment Schedules and the Funding Amount shall be adjusted accordingly. Except as otherwise provided herein, the Trustee shall make payments to or for the Executives only in accordance with the such Payment Schedules. Upon and after Schedule, including, if applicable, transfers of Life Insurance, valued at cash surrender value, in partial or full satisfaction of obligations under a Change in Control of the Company, the Company may not cause any additional plans to become Plans hereunder nor may any additional Executive be added under any of the Plansdeferred compensation agreement. (b) After a Change in Control of In the Company has occurred, event that an Executive who reasonably and in good faith believes that the then current Funding Amount is inadequate or that the then current Payment Schedule applicable to him or her Schedule, as modified, does not properly reflect the amount payable to or for the such Executive or the time or form of payment from the Trust Corpus in respect of the Plans may Plans, such Executive shall be entitled to deliver to the Trustee written notice (the "Executive's Notice") setting forth the Funding Amount and/or payment instructions for the amount the Executive believes is in good faith to be due under the relevant terms of the Plans. The Trustee Executive shall also deliver a copy of the Executive's Notice to the Company and the Actuary and to each other Executive within 10 three (3) business days of following the delivery date the Executive's Notice was delivered to the Trustee, and the Trustee will engage one or more independent attorneys, accountants, actuaries, or other experts (the "Experts"), including, if the Trustee so determines, the Actuary and/or the Advisor, to determine the correct Funding Amount and the correct Payment Schedule. The Trustee shall have no duty to perform or independently evaluate make the determination of the Experts made pursuant to this Section 4.02(b). After any determinations, appropriate adjustments to the Funding Amount and the affected Payment Schedule may be made payment in accordance with the determination payment instructions set forth in the Executive's Notice. If it shall subsequently be determined pursuant to Section 8.03 hereof that the amount paid in accordance with an Executive's Notice exceeded the amount properly payable pursuant to the Plans, the excess paid shall constitute a loan to such Executive from the Trustee payable on the thirtieth day after such determination, together with interest at the prime rate of the Experts, and any increase in the Funding Amount may be paid by the Company, in its sole discretion, to the bank then serving as Trustee as provided in Section 2.01(cplus two percent (2%). (c) The Trustee shall be permitted to withhold from any payment due to an Executive hereunder the amount required by law to be so withheld under federal, state, state and local wage withholding requirements or otherwise otherwise, and shall pay over to the appropriate government authority the amounts so withheld. The Trustee may rely on instructions from the Company as to any required withholding and shall be fully protected under Section 6.01(g) hereof in relying on such instructions and in making payments to Executives pursuant to this Section 5.02. (d) Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, jurisdiction which determination is not appealable or with respect to which the time for appeal or protest of which has expired, or the receipt by the Trustee of a substantially unqualified opinion of tax counsel selected by the Trustee, which determination determines, or which opinion opines, that the Executives or any particular either Executive is subject to federal income taxation on amounts held in Trust hereunder prior to the distribution to the Executives or Executive of such amounts, the Trustee shall, on receipt by the Trustee of such opinion or notice of the such determination, pay to each such Executive the portion of the Trust Corpus includable includible in the such Executive's federal gross income. (e) Any revisions, modifications, or additions pertaining to Payment Schedules, Plans, or the Executive List shall not be subject to this Trust until receipt by the Trustee of copies thereof.

Deliveries to Participants. The Trustee shall hold the Trust Corpus in its possession under the provisions of this agreement Agreement until authorized to deliver the Trust Corpus or any specified portion thereof as follows: (a) In connection with any payment of the Funding Amount, the The Company shall deliver to the Trustee schedules Trustee, contemporaneously with the initial transfer pursuant to Section 3.01(b) hereof, a schedule (the "Payment Schedules-10- Schedule") indicating the amounts being transferred in respect of each Executive (if any), the amounts payable to or on behalf in respect of each Executive, or providing a formula or instructions (which may incorporate the Plans by reference) acceptable to the Trustee for determining the amounts so payable, the person or persons to whom so payable, the form in which the amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of the such amounts. The Company Payment Schedule shall include instructions as to the amount of interest accruing (or, after a Change in Control of and other actuarial assumptions) with respect to Benefits under the Company, the Actuary) shall revise the Payment Schedules Plans and such instructions may be revised from time to time to the extent required so provided under the Plans or pursuant to and this Trust Agreement. The appropriate Payment Schedule also shall be delivered by the Trustee Company to each Executive. Modified A modified Payment Schedules Schedule shall be delivered by the Company or the Actuary to the Trustee and by the Trustee to the Executives each Executive at each time that specified by Section 3.01(c) for the determination of whether additional amounts are paid by the Company must be contributed to the Trustee (or refunded to the Company) under the terms hereof Trust and upon the occurrence of any event, such as the addition of new Executives or Plans or early retirement termination of an Executive, requiring a modification of any the Payment Schedule. The Trustee shall have no duty to perform or to evaluate independently the determination of the Company or the Actuary made pursuant to this Section 4.02(a). At any time prior to a Change in Control of the Company, the Company may add additional Plans or additional Executives under any of the Plans, in which case both the Payment Schedules and the Funding Amount shall be adjusted accordingly. Except as otherwise provided herein, the Trustee shall make payments to or for the Executives only in accordance with the such Payment Schedules. Upon and after Schedule, including, if applicable, transfers of Life Insurance, valued at cash surrender value, in partial or full satisfaction of obligations under a Change in Control of the Company, the Company may not cause any additional plans to become Plans hereunder nor may any additional Executive be added under any of the Plansdeferred compensation agreement. (b) After a Change in Control of In the Company has occurred, event that an Executive who reasonably and in good faith believes that the then current Funding Amount is inadequate or that the then current Payment Schedule applicable to him or her Schedule, as modified, does not properly reflect the amount payable to or for the such Executive or the time or form of payment from the Trust Corpus in respect of the Plans may Plans, such Executive shall be entitled to deliver to the Trustee written notice (the "Executive's Notice") setting forth the Funding Amount and/or payment instructions for the amount the Executive believes is in good faith to be due under the relevant terms of the Plans. The Trustee Executive shall also deliver a copy of the Executive's Notice to the Company and the Actuary and to each other Executive within 10 three (3) business days of following the delivery date the Executive's Notice was delivered to the Trustee, and the Trustee will engage one or more independent attorneys, accountants, actuaries, or other experts (the "Experts"), including, if the Trustee so determines, the Actuary and/or the Advisor, to determine the correct Funding Amount and the correct Payment Schedule. The Trustee shall have no duty to perform or independently evaluate make the determination of payment in -11- accordance with the Experts made payment instructions set forth in the Executive's Notice. If it shall subsequently be determined pursuant to this Section 4.02(b). After any determinations, appropriate adjustments to 8.03 hereof that the Funding Amount and the affected Payment Schedule may be made amount paid in accordance with an Executive's Notice exceeded the determination amount properly payable pursuant to the Plans, the excess paid shall constitute a loan to such Executive from the Trustee payable on the thirtieth day after such determination, together with interest at the prime rate of the Experts, and any increase in the Funding Amount may be paid by the Company, in its sole discretion, to the bank then serving as Trustee as provided in Section 2.01(cplus two percent (2%). (c) The Trustee shall be permitted to withhold from any payment due to an Executive hereunder the amount required by law to be so withheld under federal, state, state and local wage withholding requirements or otherwise otherwise, and shall pay over to the appropriate government authority the amounts so withheld. The Trustee may rely on instructions from the Company as to any required withholding and shall be fully protected under Section 6.01(g) hereof in relying on such instructions and in making payments to Executives pursuant to this Section 5.02. (d) Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, jurisdiction which determination is not appealable or with respect to which the time for appeal or protest of which has expired, or the receipt by the Trustee of a substantially unqualified opinion of tax counsel selected by the Trustee, which determination determines, or which opinion opines, that the Executives or any particular either Executive is subject to federal income taxation on amounts held in Trust hereunder prior to the distribution to the Executives or Executive of such amounts, the Trustee shall, on receipt by the Trustee of such opinion or notice of the such determination, pay to each such Executive the portion of the Trust Corpus includable includible in the such Executive's federal gross income. (e) Any revisions, modifications, or additions pertaining to Payment Schedules, Plans, or the Executive List shall not be subject to this Trust until receipt by the Trustee of copies thereof.. -12-

Deliveries to Participants. The Trustee shall hold the Trust Corpus in its possession under the provisions of this agreement Agreement until authorized to deliver the Trust Corpus or any specified portion thereof as follows: (a) In connection with any payment of the Funding Amount, the The Company shall deliver to the Trustee schedules Trustee, contemporaneously with the initial transfer pursuant to Section 3.01(b) hereof, a schedule (the "Payment SchedulesSchedule") indicating the amounts being transferred in respect of each Executive (if any), the amounts payable to or on behalf in respect of each Executive, or providing a formula or instructions (which may incorporate the Plans by reference) acceptable to the Trustee for determining the amounts so payable, the person or persons to whom so payable, the form in which the amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of the such amounts. The Company Payment Schedule shall include instructions as to the amount of interest accruing (or, after a Change in Control of and other actuarial assumptions) with respect to Benefits under the Company, the Actuary) shall revise the Payment Schedules Plans and such instructions may be revised from time to time to the extent required so provided under the Plans or pursuant to and this Trust Agreement. The appropriate Payment Schedule also shall be delivered by the Trustee Company to each Executive. Modified A modified Payment Schedules Schedule shall be -10- delivered by the Company or the Actuary to the Trustee and by the Trustee to the Executives at each time that additional amounts are paid by the Company to the Trustee (or refunded and to each Executive at each time specified by Section 3.01(c) for the determination of whether additional amounts must be contributed to the Company) under the terms hereof Trust and upon the occurrence of any event, such as the addition of new Executives or Plans or early retirement termination of an Executive, requiring a modification of any the Payment Schedule. The Trustee shall have no duty to perform or to evaluate independently the determination of the Company or the Actuary made pursuant to this Section 4.02(a). At any time prior to a Change in Control of the Company, the Company may add additional Plans or additional Executives under any of the Plans, in which case both the Payment Schedules and the Funding Amount shall be adjusted accordingly. Except as otherwise provided herein, the Trustee shall make payments to or for the Executives only in accordance with the such Payment Schedules. Upon and after Schedule, including, if applicable, transfers of Life Insurance, valued at cash surrender value, in partial or full satisfaction of obligations under a Change in Control of the Company, the Company may not cause any additional plans to become Plans hereunder nor may any additional Executive be added under any of the Plansdeferred compensation agreement. (b) After a Change in Control of In the Company has occurred, event that an Executive who reasonably and in good faith believes that the then current Funding Amount is inadequate or that the then current Payment Schedule applicable to him or her Schedule, as modified, does not properly reflect the amount payable to or for the such Executive or the time or form of payment from the Trust Corpus in respect of the Plans may Plans, such Executive shall be entitled to deliver to the Trustee written notice (the "Executive's Notice") setting forth the Funding Amount and/or payment instructions for the amount the Executive believes is in good faith to be due under the relevant terms of the Plans. The Trustee Executive shall also deliver a copy of the Executive's Notice to the Company and the Actuary and to each other Executive within 10 three (3) business days of following the delivery date the Executive's Notice was delivered to the Trustee, and the Trustee will engage one or more independent attorneys, accountants, actuaries, or other experts (the "Experts"), including, if the Trustee so determines, the Actuary and/or the Advisor, to determine the correct Funding Amount and the correct Payment Schedule. The Trustee shall have no duty to perform or independently evaluate make the determination of the Experts made pursuant to this Section 4.02(b). After any determinations, appropriate adjustments to the Funding Amount and the affected Payment Schedule may be made payment in accordance with the determination payment instructions set forth in the Executive's Notice. If it shall subsequently be determined pursuant to Section 8.03 hereof that the amount paid in accordance with an Executive's Notice exceeded the amount properly payable pursuant to the Plans, the excess paid shall constitute a loan to such Executive from the Trustee payable on the thirtieth day after such determination, together with interest at the prime rate of the Experts, and any increase in the Funding Amount may be paid by the Company, in its sole discretion, to the bank then serving as Trustee as provided in Section 2.01(cplus two percent (2%). (c) The Trustee shall be permitted to withhold from any payment due to an Executive hereunder the amount required by law to be so withheld under federal, state, state and -11- local wage withholding requirements or otherwise otherwise, and shall pay over to the appropriate government authority the amounts so withheld. The Trustee may rely on instructions from the Company as to any required withholding and shall be fully protected under Section 6.01(g) hereof in relying on such instructions and in making payments to Executives pursuant to this Section 5.02. (d) Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, jurisdiction which determination is not appealable or with respect to which the time for appeal or protest of which has expired, or the receipt by the Trustee of a substantially unqualified opinion of tax counsel selected by the Trustee, which determination determines, or which opinion opines, that the Executives or any particular either Executive is subject to federal income taxation on amounts held in Trust hereunder prior to the distribution to the Executives or Executive of such amounts, the Trustee shall, on receipt by the Trustee of such opinion or notice of the such determination, pay to each such Executive the portion of the Trust Corpus includable includible in the such Executive's federal gross income. (e) Any revisions, modifications, or additions pertaining to Payment Schedules, Plans, or the Executive List shall not be subject to this Trust until receipt by the Trustee of copies thereof.