Common use of Funding of Certain Obligations Clause in Contracts

Funding of Certain Obligations. Not later than the CIC Date, regardless of whether the Executive's employment has then terminated or any termination of such employment has then been announced, the Company shall take all actions necessary or appropriate to establish and fund a "rabbi" trust (i.e., a trust based on the model trust contained in Revenue Procedure 92-64, and with a trustee selected by the Company, but that is independent of the Company) (hereafter the "Rabbi Trust") for the purpose of ensuring that the Executive will receive the Initial Severance and the Extended Severance in accordance with the terms of this Agreement. The Rabbi Trust shall expressly provide that after the CIC Date occurs, the Rabbi Trust may be amended or revoked only with the prior written consent of the Executive. Without limiting the generality of the foregoing, on or before the CIC Date, the Company will deposit in the Rabbi Trust an amount of cash equal to the aggregate amount of the Initial Severance and the Extended Severance to which the Executive would be entitled if his or her employment terminated on the CIC Date; provided, however, that if such amount deposited in the Rabbi Trust together with any interest or earnings thereon is determined later to be less than or more than the amount, if any, that actually becomes due to the Executive hereunder, the Executive shall be entitled to the amount required by this Agreement and not the amount that is held in such trust. In the event that the Executive does not become entitled to the Initial Severance or any or all of the Extended Severance, as determined by the trustee of the Rabbi Trust, the amount remaining in the Rabbi Trust shall be returned to the Company after the expiration of the Post-CIC Period. The Rabbi Trust shall be used solely for the purpose of holding deposits of funds for the potential Initial Severance and Extended Severance obligations to the Executive hereunder, and other similar obligations to similarly situated employees of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall have no funding or other obligations under this Section 4(h) if the Change in Control that results in the CIC Date is a Change in Control of the Division as defined in subsection 1(c)(i) and not a Change in Control of the Company in any other way.

Funding of Certain Obligations. Not later than the CIC DateDate relating to all Changes in Control other than one pursuant to Section 1(b)(vi), regardless of whether the Executive's ’s employment has then terminated or any termination of such employment has then been announced, the Company shall take all actions necessary or appropriate to establish and fund a "“rabbi" ” trust (i.e., a trust based on the model trust contained in Revenue Procedure 92-64, and with a trustee selected by the Company, but that is independent of the Company) (hereafter the "“Rabbi Trust"”) for the purpose of ensuring that the Executive will receive the Initial Severance and the Extended Severance in accordance with the terms of this Agreement. The Rabbi Trust shall expressly provide that after the CIC Date occurs, the Rabbi Trust may be amended or revoked only with the prior written consent of the Executive. Without limiting the generality of the foregoing, on or before the CIC Date, the Company will deposit in the Rabbi Trust an amount of cash equal to the aggregate amount of the Initial Severance and the Extended Severance to which the Executive would be entitled if his or her employment terminated on the CIC Date; provided, however, that if such amount deposited in the Rabbi Trust together with any interest or earnings thereon is determined later to be less than or more than the amountamount of the Severance, if any, that actually becomes due to the Executive hereunder, the Executive shall be entitled to the amount required by this Agreement and not the amount that is held in such trust. In the event that the Executive does not become entitled to the Initial Severance or any or all of the Extended Severance, as determined by the trustee of the Rabbi Trust, the amount remaining in the Rabbi Trust shall be returned to the Company after the expiration of the Post-CIC Period. The Rabbi Trust shall be used solely for the purpose of holding deposits of funds for the potential Initial Severance and Extended Severance obligations to the Executive hereunder, and other similar obligations to similarly situated employees of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall have no funding or other obligations under this Section 4(h) if the Change in Control that results in the CIC Date is a Change in Control of the Division as defined in subsection 1(c)(i) and not a Change in Control of the Company in any other way.

Funding of Certain Obligations. Not later than the CIC Date, regardless of whether the Executive's employment has then terminated or any termination of such employment has then been announced, the Company shall take all actions necessary or appropriate to establish and fund a "rabbi" trust (i.e., a trust based on the model trust contained in Revenue Procedure 92-64, and with a trustee selected by the Company, but that is independent of the Company) (hereafter the "Rabbi Trust") for the purpose of ensuring that the Executive will receive the Initial Severance and the Extended Severance in accordance with the terms of this Agreement. The Rabbi Trust shall expressly provide that after the CIC Date occurs, the Rabbi Trust may be amended or revoked only with the prior written consent of the Executive. Without limiting the generality of the foregoing, on or before the CIC Date, the Company will deposit in the Rabbi Trust an amount of cash equal to the aggregate amount of the Initial Severance and the Extended Severance to which the Executive would be entitled if his or her employment terminated on the CIC Date; provided, however, that if such amount deposited in the Rabbi Trust together with any interest or earnings thereon is determined later to be less than or more than the amountamount of the Severance, if any, that actually becomes due to the Executive hereunder, the Executive shall be entitled to the amount required by this Agreement and not the amount that is held in such trust. In the event that the Executive does not become entitled to the Initial Severance or any or all of the Extended Severance, as determined by the trustee of the Rabbi Trust, the amount remaining in the Rabbi Trust shall be returned to the Company after the expiration of the Post-CIC Period. The Rabbi Trust shall be used solely for the purpose of holding deposits of funds for the potential Initial Severance and Extended Severance obligations to the Executive hereunder, and other similar obligations to similarly situated employees of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall have no funding or other obligations under this Section 4(h) if the Change in Control that results in the CIC Date is a Change in Control of the Division as defined in subsection 1(c)(i) and not a Change in Control of the Company in any other way.

Funding of Certain Obligations. Not later than the CIC Date, regardless of whether the Executive's employment has then terminated or any termination of such employment has then been announced, the Company shall take all actions necessary or appropriate to establish and fund a "rabbi" trust (i.e., a trust based on the model trust contained in Revenue Procedure 92-64, and with a trustee selected by the Company, but that is independent of the Company) (hereafter the "Rabbi Trust") for the purpose of ensuring that the Executive will receive the Initial Severance and the Extended Severance in accordance with the this terms of this Agreement. The Rabbi Trust shall expressly provide that after the CIC Date occurs, the Rabbi Trust may be amended or revoked only with the prior written consent of the Executive. Without limiting the generality of the foregoing, on or before the CIC Date, the Company will deposit in the Rabbi Trust an amount of cash equal to the aggregate amount of the Initial Severance and the Extended Severance to which the Executive would be entitled if his or her employment terminated on the CIC Date; provided, however, that if such amount deposited in the Rabbi Trust together with any interest or earnings thereon is determined later to be less than or more than the amount, if any, that actually becomes due to the Executive hereunder, the Executive shall be entitled to the amount required by this Agreement and not the amount that is held in such trust. In the event that the Executive does not become entitled to the Initial Severance or any or all of the Extended Severance, as determined by the trustee of the Rabbi Trust, the amount remaining in the Rabbi Trust shall be returned to the Company after the expiration of the Post-CIC Period. The Rabbi Trust shall be used solely for the purpose of holding deposits of funds for the potential Initial Severance and Extended Severance obligations to the Executive hereunder, and other similar obligations to similarly situated employees of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall have no funding or other obligations under this Section 4(h) if the Change in Control that results in the CIC Date is a Change in Control of the Division as defined in subsection 1(c)(i) and not a Change in Control of the Company in any other way.

Funding of Certain Obligations. Not later than the CIC DateDate relating to all Changes in Control other than one pursuant to Section 1(b)(vi), regardless of whether the Executive's employment has then terminated or any termination of such employment has then been announced, the Company shall take all actions necessary or appropriate to establish and fund a "rabbi" trust (i.e., a trust based on the model trust contained in Revenue Procedure 92-64, and with a trustee selected by the Company, but that is independent of the Company) (hereafter the "Rabbi Trust") for the purpose of ensuring that the Executive will receive the Initial Severance and the Extended Severance in accordance with the terms of this Agreement. The Rabbi Trust shall expressly provide that after the CIC Date occurs, the Rabbi Trust may be amended or revoked only with the prior written consent of the Executive. Without limiting the generality of the foregoing, on or before the CIC Date, the Company will deposit in the Rabbi Trust an amount of cash equal to the aggregate amount of the Initial Severance and the Extended Severance to which the Executive would be entitled if his or her employment terminated on the CIC Date; provided, however, that if such amount deposited in the Rabbi Trust together with any interest or earnings thereon is determined later to be less than or more than the amountamount of the Severance, if any, that actually becomes due to the Executive hereunder, the Executive shall be entitled to the amount required by this Agreement and not the amount that is held in such trust. In the event that the Executive does not become entitled to the Initial Severance or any or all of the Extended Severance, as determined by the trustee of the Rabbi Trust, the amount remaining in the Rabbi Trust shall be returned to the Company after the expiration of the Post-CIC Period. The Rabbi Trust shall be used solely for the purpose of holding deposits of funds for the potential Initial Severance and Extended Severance obligations to the Executive hereunder, and other similar obligations to similarly situated employees of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall have no funding or other obligations under this Section 4(h) if the Change in Control that results in the CIC Date is a Change in Control of the Division as defined in subsection 1(c)(i) and not a Change in Control of the Company in any other way.