Common use of Full Vesting in Retirement and Deferred Compensation Plans Clause in Contracts

Full Vesting in Retirement and Deferred Compensation Plans. If Executive participates in any retirement plan or deferred compensation plan sponsored by the Company as of immediately prior to the Termination Date, including, without limitation, the Company’s Amended and Restated Deferred Compensation and/or Executive Deferred Compensation Plan, Amended and Restated Employee Stock Option Plan, Amended and Restated Restricted Stock Option Plan, Amended and Restated Retirement and Tax-Deferred Savings Plan (401(k) Plan), and Supplemental Executive Retirement and Retention Plan, Executive shall be entitled to accelerated vesting of all benefits or balances under such plans (including any contributions by the Company to such plans) effective as of the Termination Date; provided that if full vesting in the Company’s retirement plans would violate applicable provisions of the plans or the Code, Executive will be paid in cash an amount equal to the amount forfeited by Executive in such retirement plans at the same time as the payments pursuant to Section 3(a) above. All such amounts shall be paid to Executive in accordance with the terms of the applicable plan document. Unless Executive agrees otherwise, the Company shall establish separate rabbi trusts or a separate structure within its existing rabbi trusts to fund the Company’s obligations to Executive with respect to such unpaid deferred compensation. With respect to the Company’s retirement plans, or successor’s equivalents, Executive will be paid in cash, at the same time as the payments pursuant to Section 3(a) are made, an amount equal to all Company contributions that would have been made by the Company during the entire Change of Control Period, assuming the Company paid the contributions at rates comparable to those in the two years preceding the Termination Date.