Common use of Executive's Account Clause in Contracts

Executive's Account. 3.1 SPI shall establish on its books for Executive an Account to which Executive's Nonelective Deferrals shall be credited. 3.2 The Committee shall adjust the balance credited to Executive's Account in accordance with Sections 3.3 through 3.5 below to reflect the imputation of investment experience to the Executive's Account. 3.3 The amount credited to the Account shall be deemed to have been invested and reinvested from time to time in such Eligible Securities and Other Property as Executive shall designate. The Eligible Securities and Other Property designated by Executive shall be deemed to have been purchased, sold, or held for the Account in accordance with Executive's investment designations. 3.4 Except as provided in Section 3.5, the following principles shall apply to the adjustment of the Account: (a) In the case of any purchase, the Account shall be charged with a dollar amount equal to the quantity and kind of each security deemed to have been purchased multiplied by the Designated Fair Market Value of such security on the date of reference and shall be credited with the quantity and kind of each security so deemed to have been purchased (b) In the case of any sale, the Account shall be charged with the quantity and kind of each security deemed to have been sold and shall be credited with a dollar amount equal to the quantity and kind of each security deemed to have been sold multiplied by the Designated Fair Market Value of such security on the date of reference. (c) The Account shall be charged with amounts equal to the brokerage fees and stock transfer taxes the Committee determines would have been incurred in connection with such transactions. (d) The Account shall be credited with dollar amounts equal to cash dividends paid from time to time upon the securities deemed to be held in the Account. Dividends shall be credited as of the payment date. The Account shall similarly be credited with interest payable on interest bearing securities deemed to be held in the Account. Interest shall be credited as of the payment date, except that, in the case of the purchase of interest bearing securities, the Account shall be charged with the dollar amount of interest accrued to the date of purchase and, in the case of sales, the Account shall be credited with the dollar amount of interest accrued to the date of sale. (e) The Account shall be equitably adjusted to reflect stock dividends, stock splits, recapitalizations, mergers, consolidations, reorganizations, and other changes affecting securities and other property deemed to be held in the Account. (f) The Account shall be reduced by the amount of any payments to Executive and his beneficiaries and by the amount of any forfeitures under this Agreement. (g) As of any given date, the securities and other property deemed held in the Account shall be valued at their Designated Fair Market Value. 3.5 SPI may, but shall not be required to, purchase, hold, or dispose of any of the securities or other property designated by Executive. If SPI does elect to purchase, hold, and dispose of such securities and other property in a manner that parallels Executive's investment designations, or if SPI causes any trust described in Section 6.3 to do so, the following principles shall apply to the adjustment of the Account. (a) Purchases; sales; receipts of dividends, interest, and other amounts of income and proceeds of sales with respect to such securities and other property; disbursements including payments of expenses, payments to Executive and his beneficiaries, and forfeitures under this Agreement; and other transactions with respect to such securities and other property shall be reflected in the Account at their actual dollar amounts on a cash or accrual basis, as the Committee determines appropriate. (b) The Account shall be charged with brokerage fees, brokerage account expenses, and stock transfer taxes with respect to such transactions, but with no other costs or expenses except such reasonable costs and expenses as SPI or a trustee described in Section 6.3 incurs to secure, protect, or enforce its rights in or to collect income with respect to such securities and other property, provided that similar costs and expenses would be incurred by a prudent investor familiar with such matters acting under like circumstances, and provided further that fees and expenses paid to a trustee described in Section 6.3 shall not be charged against the Account. (c) As of any given date, the securities and other property held with respect to the Account shall be valued at their Designated Fair Market Value, or, if SPI or a trustee has engaged a custodian or brokerage firm to hold such securities and other property, at their fair market value as determined by the custodian or brokerage firm in the normal course of its business. (d) Notwithstanding any other provision of this Agreement, to the extent the Company or a trustee does purchase any of the securities or other property designated by Executive, the same shall remain the sole property of the Company, or the trustee, subject to the claims of the Company's general creditors, and shall not be deemed to form part of the Account. 3.6 The Committee shall, on a periodic basis, deliver to Executive a written report of the adjusted value of the Executive's Account. The report shall show all deemed transactions occurring with respect to securities and other property deemed to be credited to the Account, including the deemed purchase, collection, and sale of investments, the income, gains, and losses deemed realized, the cost and fair market value of all securities and other property deemed to be on hand at the close of the period, and all disbursements deemed made during the period including payment of expenses, payments to Executive and his beneficiaries, and forfeitures under this Agreement. (a) The report may be delivered to the Executive personally or by mail; delivery shall be complete five days after mailing. Upon the expiration of 30 days from the completion of the delivery of such report, the acts, transactions, adjusted value, and all other matters reflected in the report shall be deemed accepted by and conclusive and binding upon Executive, his beneficiaries, and his estate, except with respect to any matter with respect to which Executive has objected in writing to the Secretary of SPI within such 30-day period. (b) If SPI or a trustee has engaged a custodian or brokerage firm to hold securities and other property acquired with respect to the Account, an accounting or report by such custodian or brokerage firm shall be deemed to be the Committee's report for purposes of this Agreement, except to the extent the Committee may inform Executive otherwise. 3.7 The Committee shall promulgate rules governing the manner in which Executive may make investment designations with respect to his Account, the frequency with which changes in investment designations may be made, and the time at which such designations and changes will be given effect. 3.8 Any payment to be made or amount to be forfeited under this Agreement shall be based on the adjusted value of the Executive's Account as of the business day immediately preceding payment or forfeiture.