Common use of Funding of Grantor Trust upon Change in Control Clause in Contracts

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not later than ten (10) business days after a Change in Control, the Company shall (i) establish a grantor trust (the "Trust") that is designed in accordance with Revenue Procedure 92-64 and has a trustee (the "Trustee") independent of the Company and any successor to their interest, (ii) deposit in the Trust an amount equal to the present value of all benefits that may become payable under this Agreement, and (iii) provide the Trustee with an irrevocable written direction both to hold all Trust assets and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of amounts from the Trust. At any time after a Change in Control, the Employee may provide the Trustee with a written affidavit (the "Affidavit") in which the Employee attests that he has terminated employment with the Company or any successor to its interest, and has become entitled to commence receiving the monthly benefit payments (required by Section 3 hereof). The Affidavit shall also specify the amount of each such monthly payment to be made from the Trust. On the first business day of the month following the Trustee's receipt of the Affidavit, the Trustee shall commence paying the Employee, in immediately available funds, the monthly benefit specified in the Affidavit, and shall send a copy of it to the Company via overnight and registered mail (return receipt requested). Upon the receipt of the Employee's written release of all claims under this Agreement, the Trustee shall pay to the Company any remaining assets in the Trust. The Company shall pay any and all expenses associated with maintaining the Trust, and shall hold the Trustee harmless from any liability for making the payments required hereunder.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten (10) business days after a Change in Control, the Company Bank shall (i) establish a grantor trust (the "Trust") that is designed in accordance with Revenue Procedure 92-64 and has a trustee (the "Trustee") independent of the Company and any successor to their interest, (ii) deposit in the a Trust an amount equal to the present value Code Sec. 280G Maximum, unless the Employee has previously provided a written release of all benefits that may become payable any claims under this Agreement, and (iiiii) provide the Trustee trustee of the Trust with an irrevocable a written direction both to hold all Trust assets said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the later of the Trust's final payment of all amounts due under the following paragraph or the date twelve months after the Change in Control, the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 12-consecutive month period after a Change in Control, the Employee may provide the Trustee trustee of the Trust with a written affidavit (notice requesting that the "Affidavit") in which trustee pay to the Employee attests that he has terminated employment with an amount designated in the Company or any successor notice as being payable pursuant to its interestthis Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and has become entitled to commence receiving the monthly benefit payments (required by Section 3 hereof). The Affidavit shall also specify the amount of each such monthly payment to be made from the Trustregistered mail return receipt requested. On the first tenth (10th) business day after mailing said notice to the Bank, the trustee of the month following Trust shall pay the Trustee's receipt of Employee the Affidavit, the Trustee shall commence paying the Employee, amount designated therein in immediately available funds, unless prior thereto the monthly benefit specified in Bank provides the Affidavittrustee with a written notice directing the trustee to withhold such payment. In the latter event, and the trustee shall send submit the dispute to non-appealable binding arbitration for a copy determination of it the amount payable to the Company via overnight and registered mail (return receipt requested). Upon the receipt of the Employee's written release of all claims under Employee pursuant to this Agreement, and the Trustee costs of such arbitration shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Bank in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Company any remaining assets in Employee and/or the Trust. The Company shall pay any and all expenses associated with maintaining the TrustBank, and in no event shall hold the Trustee harmless from any liability trustee be liable to either party for making the payments required hereunderas determined by the arbitrator.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten (10) business days after a Change in Control, the Company Bank shall (i) establish a grantor trust (the "Trust") that is designed in accordance with Revenue Procedure 92-64 and has a trustee (the "Trustee") independent of the Company and any successor to their interest, (ii) deposit in the a Trust an amount equal to the Code (S)280G Maximum plus the present value of all any benefits that may which could become payable pursuant to Section 13 hereof, unless the Employee has previously provided a written release of any claims under this Agreement, and (iiiii) provide the Trustee trustee of the Trust with an irrevocable a written direction both to hold all Trust assets said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At Upon the Trust's final payment of all amounts due under the following paragraph, the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. The Employee may at any time after following a Change in Control, the Employee may Control provide the Trustee trustee of the Trust with a written affidavit (notice requesting that the "Affidavit") in which trustee pay to the Employee attests that he has terminated employment with an amount designated in the Company or any successor notice as being payable pursuant to its interestthis Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and has become entitled to commence receiving the monthly benefit payments (required by Section 3 hereof). The Affidavit shall also specify the amount of each such monthly payment to be made from the Trustregistered mail return receipt requested. On the first tenth (10th) business day after mailing said notice to the Bank, the trustee of the month following Trust shall pay the Trustee's receipt of Employee the Affidavit, the Trustee shall commence paying the Employee, amount designated therein in immediately available funds, unless prior thereto the monthly benefit specified in Bank provides the Affidavittrustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration shall send a copy be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of it the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Company via overnight Employee and/or the Bank, and registered mail (return receipt requested)in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the receipt earlier of (i) any payment from the Trust to the Employee, or (ii) the date twelve (12) months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Employee's written release of all claims under this Agreement, the Trustee Trust shall pay to the Company any Bank the entire balance remaining assets in the Trustsegregated account maintained for the benefit of the Employee. The Company Employee shall pay any and all expenses associated with maintaining thereafter have no further interest in the Trust, and shall hold the Trustee harmless from any liability for making the payments required hereunderTrust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten (10) business days after a Change in Control, the Company Bank shall (iI) establish a grantor trust (the "Trust") that is designed in accordance with Revenue Procedure 92-64 and has a trustee (the "Trustee") independent of the Company Bank and any successor to their interestthe Company, (ii) deposit in the said Trust an amount equal to the present value Code ss.280G Maximum, unless the Employee has previously provided a written release of all benefits that may become payable any claims under this Agreement, and (iiiI) provide the Trustee trustee of the Trust with an irrevocable a written direction both to hold all Trust assets said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the earlier of the Trust's final payment of all amounts due under the following paragraph or the date 15 months after the Change in Control, the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 12-consecutive month period after a Change in Control, the Employee may provide the Trustee trustee of the Trust with a written affidavit (notice requesting that the "Affidavit") in which trustee pay to the Employee attests that he has terminated employment with an amount designated in the Company or any successor notice as being payable pursuant to its interestthis Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and has become entitled to commence receiving the monthly benefit payments (required by Section 3 hereof). The Affidavit shall also specify the amount of each such monthly payment to be made from the Trustregistered mail return receipt requested. On the first tenth (10th) business day after mailing said notice to the Bank, the trustee of the month following Trust shall pay the Trustee's receipt of Employee the Affidavit, the Trustee shall commence paying the Employee, amount designated therein in immediately available funds, unless prior thereto the monthly benefit specified in Bank provides the Affidavittrustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration shall send a copy be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of it the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Company via overnight Employee and/or the Bank, and registered mail (return receipt requested)in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the receipt earlier of (I) any payment from the Trust to the Employee, or (ii) the date twelve (12) months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 11(d), the trustee of the Employee's written release of all claims under this Agreement, the Trustee Trust shall pay to the Company any Bank the entire balance remaining assets in the Trustsegregated account maintained for the benefit of the Employee. The Company Employee shall pay any and all expenses associated with maintaining thereafter have no further interest in the Trust, and shall hold the Trustee harmless from any liability for making the payments required hereunderTrust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten (10) business days after a Change in Control, the Company Bank shall (iI) establish a grantor trust (the "Trust") that is designed in accordance with Revenue Procedure 92-64 and has having a trustee (the "Trustee") independent of the Company Bank and any successor to their interestthe Company, (ii) deposit in the said Trust an amount equal to the present value Code §280G Maximum, unless the Employee has previously provided a written release of all benefits that may become payable any claims under this Agreement, and (iiiI) provide the Trustee trustee of the Trust with an irrevocable a written direction both to hold all Trust assets said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the earlier of the Trust's final payment of all amounts due under the following paragraph or the date 15 months after the Change in Control, the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 12-consecutive month period after a Change in Control, the Employee may provide the Trustee trustee of the Trust with a written affidavit (notice requesting that the "Affidavit") in which trustee pay to the Employee attests that he has terminated employment with an amount designated in the Company or any successor notice as being payable pursuant to its interestthis Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and has become entitled to commence receiving the monthly benefit payments (required by Section 3 hereof). The Affidavit shall also specify the amount of each such monthly payment to be made from the Trustregistered mail return receipt requested. On the first tenth (10th) business day after mailing said notice to the Bank, the trustee of the month following Trust shall pay the Trustee's receipt of Employee the Affidavit, the Trustee shall commence paying the Employee, amount designated therein in immediately available funds, unless prior thereto the monthly benefit specified in Bank provides the Affidavittrustee with a written notice directing the trustee to withhold such payment. In the latter event, and the trustee shall send submit the dispute to non-appealable binding arbitration for a copy determination of it the amount payable to the Company via overnight and registered mail (return receipt requested). Upon the receipt of the Employee's written release of all claims under Employee pursuant to this Agreement, and the Trustee costs of such arbitration shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Company any remaining assets in Employee and/or the Trust. The Company shall pay any and all expenses associated with maintaining the TrustBank, and in no event shall hold the Trustee harmless from any liability trustee be liable to either party for making the payments required hereunderas determined by the arbitrator.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not Not later than ten (10) business days after a Change in Control, the Company Bank shall (iI) establish a grantor trust (the "Trust") that is designed in accordance with Revenue Procedure 92-64 and has a trustee (the "Trustee") independent of the Company Bank and any successor to their interestthe Company, (ii) deposit in the said Trust an amount equal to the present value Code ss.280G Maximum, unless the Employee has previously provided a written release of all benefits that may become payable any claims under this Agreement, and (iii) provide the Trustee trustee of the Trust with an irrevocable a written direction both to hold all Trust assets said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time Upon the earlier of the Trust's final payment of all amounts due under the following paragraph or the date 15 months after the Change in Control, the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. During the 15-consecutive month period after a Change in Control, the Employee may provide the Trustee trustee of the Trust with a written affidavit (notice requesting that the "Affidavit") in which trustee pay to the Employee attests that he has terminated employment with an amount designated in the Company or any successor notice as being payable pursuant to its interestthis Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and has become entitled to commence receiving the monthly benefit payments (required by Section 3 hereof). The Affidavit shall also specify the amount of each such monthly payment to be made from the Trustregistered mail return receipt requested. On the first tenth (10th) business day after mailing said notice to the Bank, the trustee of the month following Trust shall pay the Trustee's receipt of Employee the Affidavit, the Trustee shall commence paying the Employee, amount designated therein in immediately available funds, unless prior thereto the monthly benefit specified in Bank provides the Affidavittrustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration shall send a copy be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of it the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Company via overnight Employee and/or the Bank, and registered mail (return receipt requested)in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the receipt earlier of (I) any payment from the Trust to the Employee, or (ii) the date fifteen (15) months after the later of the Employee's written release Change in Control and the date on which the Bank makes the deposit referred to in the first paragraph of all claims under this Agreementsubsection 11(d), the Trustee trustee of the Trust shall pay to the Company any Bank the entire balance remaining assets in the Trustsegregated account maintained for the benefit of the Employee. The Company Employee shall pay any and all expenses associated with maintaining thereafter have no further interest in the Trust, and shall hold the Trustee harmless from any liability for making the payments required hereunderTrust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other of this provision of this Agreement that may be contrary or inconsistent herewith, not later than ten (10) business days after a Change in Control, the Company Bank shall (i) establish a grantor trust (the "Trust") that is designed in accordance with Revenue Procedure 92-64 and has a trustee (the "Trustee") independent of the Company and any successor to their interest, (ii) deposit in the a Trust an amount equal to the present value Code ss.280G Maximum, unless the Employee has previously provided a written release of all benefits that may become payable any claims under this Agreement, and (iiiii) provide the Trustee trustee of the Trust with an irrevocable a written direction both to hold all Trust assets said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph two paragraphs as to the payment of such amounts from the Trust. At any time or from time to time during the 27-consecutive month period after a Change in Control, the Employee may provide the Trustee trustee of the Trust with a written affidavit (notice directing that the "Affidavit") in which trustee pay to the Employee attests that he has terminated employment with an amount designated in the Company or any successor notice as being payable pursuant to its interestthis Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and has become entitled to commence receiving the monthly benefit payments (required by Section 3 hereof). The Affidavit shall also specify the amount of each such monthly payment to be made from the Trustregistered mail return receipt requested. On the first fifth business day after mailing said notice to the Bank, the trustee of the month following Trust shall pay the Trustee's receipt of Employee the Affidavit, the Trustee shall commence paying the Employee, amount designated therein in immediately available funds, unless prior thereto the monthly benefit specified in Bank provides the Affidavittrustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall send a copy be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of it the American Arbitration Association in making her determination. The parties and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Company via overnight Employee and/or the Bank, and registered mail (return receipt requested)in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the receipt earlier of (i) receiving the Employee's written release of all claims under this Agreement, or (ii) the Trustee date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Company any Bank the entire balance remaining assets in the Trustsegregated account maintained for the benefit of the Employee. The Company Employee shall pay any and all expenses associated with maintaining thereafter have no further interest in the Trust, and shall hold the Trustee harmless from any liability for making the payments required hereunderTrust pursuant to this Agreement.

Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not later than ten (10) business days after a Change in Control, the Company or the Bank shall (i) establish a grantor trust (the "Trust") that is designed in accordance with Revenue Procedure 92-64 and has a trustee (the "Trustee") independent of the Company and any successor to their interest, (ii) deposit in the a Trust an amount equal to the present value Code ss.280G Maximum, unless the Employee has previously provided a written release of all benefits that may become payable any claims under this Agreement, and (iiiii) provide the Trustee trustee of the Trust with an irrevocable a written direction both to hold all Trust assets said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph two paragraphs as to the payment of such amounts from the Trust. At any time or from time to time during the 27-consecutive month period after a Change in Control, the Employee may provide the Trustee trustee of the Trust with a written affidavit (notice directing that the "Affidavit") in which trustee pay to the Employee attests that he has terminated employment with an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Company or any successor to its interest, the Bank via overnight and has become entitled to commence receiving the monthly benefit payments (required by Section 3 hereof). The Affidavit shall also specify the amount of each such monthly payment to be made from the Trustregistered mail return receipt requested. On the first fifth business day after mailing said notice to the Company or the Bank, the trustee of the month following Trust shall pay the Trustee's receipt of Employee the Affidavit, the Trustee shall commence paying the Employee, amount designated therein in immediately available funds, unless prior thereto the monthly benefit specified in Company or the AffidavitBank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall send a copy be paid by the Company or the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of it the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Company via overnight or the Bank, and registered mail (return receipt requested)in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the receipt earlier of (i) receiving the Employee's written release of all claims under this Agreement, or (ii) the Trustee date 27 months after the date on which the Company or the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Company any Bank the entire balance remaining assets in the Trustsegregated account maintained for the benefit of the Employee. The Company Employee shall pay any and all expenses associated with maintaining thereafter have no further interest in the Trust, and shall hold the Trustee harmless from any liability for making the payments required hereunderTrust pursuant to this Agreement.