Common use of Distribution of the Assets in the Trust Clause in Contracts

Distribution of the Assets in the Trust. (a) Upon the happening of a Termination Event, the trustee of the Trust may either (i) transfer assets held in the Trust for Executive's Benefit to Executive in kind to the extent of the Severance Payment; or (ii) sell all or any part of such assets and distribute the sales proceeds to Executive to the extent of the Severance Payment. If any asset distributed to Executive in kind does not have a readily ascertainable fair market value, the Company may at its expense have such asset appraised by an independent appraiser, and the Company and Executive agree to be bound by such appraisal for all purposes under this Agreement (including federal and state income tax filings). To the extent the value of such assets transferred to Executive in kind or such proceeds distributed to Executive (as the case may be) is insufficient to fund the Severance Payment, the Company shall pay the balance of the Severance Payment to Executive in immediately available funds. To the extent that the value of such assets or such proceeds distributed to Executive or such proceeds (as the case may be) exceeds the Severance Payment, such assets or such proceeds (as the case may be) shall be distributed to the Company. If the Termination Event is the result of the death of Executive, then the distribution under this paragraph shall be made to Executive's personal representative. (b) In consideration of the Severance Payment to Executive, Executive agrees that he will not, prior to the expiration of four (4) years following the termination of his employment, become an officer, director, or employee of, or consultant to, or 10% or more owner of, any entity that competes with the Company in any business in which the Company is engaged as of the date of the termination of Executive's employment; provided, however, that if the Company terminates Executive's employment without cause, then this covenant not to compete shall not be applicable. For purposes of this Agreement, termination without cause means termination for any reason other than continued neglect by Executive of his duties hereunder or willful misconduct by Executive in the performance of his duties hereunder. Executive agrees that in the event of a breach by Executive of this covenant not to compete, the Company's remedies at law will be inadequate and that the Company will be entitled to appropriate equitable relief, including an injunction restraining such breach. If Executive so requests, the Executive Committee is authorized to determine, by written communication to Executive, that a particular activity that Executive proposes to engage in does not constitute competition with the Company within the meaning of this paragraph and such determination shall be conclusive and binding on the parties to this Agreement.

Distribution of the Assets in the Trust. (a) Upon the happening of a Termination Event, the trustee of the Trust may either (i) transfer assets held in the Trust for Executive's Benefit to Executive in kind to the extent of the Severance Payment; or (ii) sell all or any part of such assets and distribute the sales proceeds to Executive to the extent of the Severance Payment. If any asset distributed to Executive in kind does not have a readily ascertainable fair market value, the Company may at its expense have such asset appraised by an independent appraiser, and the Company and Executive agree to be bound by such appraisal for all purposes under this Agreement (including federal and state income tax filings). To the extent the value of such assets transferred to Executive in kind or such proceeds distributed to Executive (as the case may be) is insufficient to fund the Severance Payment, the Company shall pay the balance of the Severance Payment to Executive in immediately available funds. To the extent that the value of such assets or such proceeds distributed to Executive or such proceeds (as the case may be) exceeds the Severance Payment, such assets or such proceeds (as the case may be) shall be distributed to the Company. If the Termination Event is the result of the death of Executive, then the distribution under this paragraph shall be made to Executive's personal representative. (b) In consideration of the Severance Payment to Executive, Executive agrees that he will not, prior to the expiration of four three (43) years following the termination of his employment, become an officer, director, or employee of, or consultant to, or 10% or more owner of, any entity that competes with the Company in any business in which the Company is engaged as of the date of the termination of Executive's employment; provided, however, that if the Company terminates Executive's employment without cause, then this covenant not to compete shall not be applicable. For purposes of this Agreement, termination without cause means termination for any reason other than continued neglect by Executive of his duties hereunder or willful misconduct by Executive in the performance of his duties hereunder. Executive agrees that in the event of a breach by Executive of this covenant not to compete, the Company's remedies at law will be inadequate and that the Company will be entitled to appropriate equitable relief, including an injunction restraining such breach. If Executive so requests, the Executive Committee is authorized to determine, by written communication to Executive, that a particular activity that Executive proposes to engage in does not constitute competition with the Company within the meaning of this paragraph and such determination shall be conclusive and binding on the parties to this Agreement.of

Distribution of the Assets in the Trust. (a) Upon the happening of a Termination Event, the trustee of the Trust may either either: (i1) transfer the assets held in the Trust trust for Executive's Benefit benefit to Executive in kind to the extent of the Severance Payment; or (ii2) sell all or any part of such assets and distribute the sales proceeds to Executive to the extent of the Severance Payment. If any asset distributed to Executive in kind does not have a readily ascertainable fair market value, the Company may at its expense have such asset appraised by an independent appraiser, and the Company and Executive agree to be bound by such appraisal for all purposes under this Agreement (including federal Federal and state income tax filings). To the extent the value of such assets transferred to Executive in kind or such proceeds distributed to Executive (as the case may be) is insufficient to fund the Severance Payment, the Company shall pay the balance of the Severance Payment to Executive in immediately available funds. To the extent that the value of such assets or such proceeds distributed to Executive or such proceeds (as the case may be) exceeds the Severance Payment, such assets or such proceeds (as the case may be) shall be distributed to the Company. If the Termination Event is the result of the death of Executive, then the distribution under this paragraph shall be made to Executive's personal representative.or (b) In consideration of the Severance Payment to Executive, Executive agrees that he she will not, prior to the expiration of four three (43) years following the termination of his her employment, become an officer, director, or employee of, or consultant to, or 10% or more owner of, any entity that competes with the Company in any business in which the Company is engaged as of the date of the termination of Executive's employment; provided, however, that if the Company terminates Executive's employment without cause, then this covenant not to compete shall not be applicable. For purposes of this Agreement, termination without cause means termination for any reason other than continued neglect by Executive of his her duties hereunder or willful misconduct by Executive in the performance of his her duties hereunder. Executive agrees that in the event of a breach by Executive of this covenant not to compete, the Company's remedies at law will be inadequate and that the Company will be entitled to appropriate equitable relief, including an injunction restraining such breach. If Executive so requests, the Executive Committee is authorized to determine, by written communication to Executive, that a particular activity that Executive proposes to engage in does not constitute competition with the Company within the meaning of this paragraph and such determination shall be conclusive and binding on the parties to this Agreement.remedies