Common use of Funding of Payments Clause in Contracts

Funding of Payments. In order to assure the performance of the Company or its successor of its obligations under this Agreement, the Company may deposit in a so-called "rabbi" trust an amount equal to the maximum payment that will be due the Executive under the terms hereof; provided, however, that the Company shall deposit in trust the amount equal to the maximum payment due Executive immediately upon an Unfriendly Change in Control. Under such written trust instrument, the trustee shall be instructed to pay to the Executive (or the Executive's legal representative, as the case may be) the amount to which the Executive shall be entitled under the terms hereof, and the balance, if any, of the trust not so paid or reserved for payment shall be repaid to the Company. If the Company deposits funds in trust, payment shall be made no later than the occurrence of the Change in Control. The written instrument governing the trust shall be irrevocable from and after such Change in Control and shall contain such provisions protective of the Executive as are contained in similar trust agreements approved by the Internal Revenue Service in published private letter rulings (provided that the assets of the trust shall be reachable by creditors of the Company as required by such rulings). The trustee shall be a national bank selected by the Company with the consent of the Executive, with trust powers and whose principal officers are located in the Minneapolis/St. Paul metropolitan area. The trustee shall invest the assets of the txxxx in any readily marketable securities of U.S. corporations (other than the Company, its successor, or any affiliate of the Company or its successor). If and to the extent there are not amounts in trust sufficient to pay Amended and Restated Change in Control Agreement Executive under this Agreement, the Company shall remain liable for any and all payments due to Executive.

Funding of Payments. In order to assure the performance of the Company or its successor of its obligations under this Agreement, the Company may deposit in a so-called "“rabbi" ” trust an amount equal to the maximum payment that will be due the Executive under the terms hereof; provided, however, that the Company shall deposit in trust the amount equal to the maximum payment due Executive immediately upon an Unfriendly Change in Control. Under such written trust instrument, the trustee shall be instructed to pay to the Executive (or the Executive's ’s legal representative, as the case may be) the amount to which the Executive shall be entitled under the terms hereof, and the balance, if any, of the trust not so paid or reserved for payment shall be repaid to the Company. If the Company deposits funds in trust, payment shall be made no later than the occurrence of the Change in Control. The written instrument governing the trust shall be irrevocable from and after such Change in Control and shall contain such provisions protective of the Executive as are contained in similar trust agreements approved by the Internal Revenue Service in published private letter rulings (provided that the assets of the trust shall be reachable by creditors of the Company as required by such rulings). The trustee shall be a national bank selected by the Company with the consent of the Executive, with trust powers and whose principal officers are located in the Minneapolis/St. Paul Xxxx metropolitan area. The trustee shall invest the assets of the txxxx trust in any readily marketable securities of U.S. corporations (other than the Company, its successor, or any affiliate of the Company or its successor). If and to the extent there are not amounts in trust sufficient to pay Amended and Restated Change in Control Agreement Executive under this Agreement, the Company shall remain liable for any and all payments due to Executive.. Change in Control Agreement

Funding of Payments. In order to assure the performance of the Company MTS or its successor of its obligations under this Agreement, the Company MTS may deposit in a so-called "rabbi" trust an amount equal to the maximum payment that will be due the Executive under the terms hereof; hereof provided, however, that the Company MTS shall deposit in trust the amount equal to the maximum payment due Executive immediately upon an Unfriendly Change in Control. Under such written trust instrument, the trustee Trustee shall be instructed to pay to the Executive (or the Executive's legal representative, as the case may be) the amount to which the Executive shall be entitled under the terms hereof, hereof and the balance, if any, of the trust not so paid or reserved for payment shall be repaid to the CompanyMTS. If the Company MTS deposits funds in trust, payment shall be made no later than the occurrence of the a Change in Control. The written instrument governing the trust shall be irrevocable from and after such Change in Control and shall contain such provisions protective of the Executive as are contained in similar trust agreements approved by the Internal Revenue Service in published private letter rulings (provided that the assets of the trust shall be reachable by creditors of the Company MTS as required by such rulings). The trustee shall be a national bank selected by the Company MTS with the consent of the Executive, with trust powers and whose principal officers are located in the Minneapolis/St. Paul Xxxx metropolitan area. The trustee shall invest the assets of the txxxx trust in any readily marketable securities of U.S. corporations (other than the CompanyMTS, its successor, or any affiliate of the Company MTS or its successor). If and to the extent there are not amounts in trust sufficient to pay Amended and Restated Change in Control Agreement Executive under this Agreement, the Company MTS shall remain liable for any and all payments due to Executive.

Funding of Payments. In order to assure the performance of the Company MTS or its successor of its obligations under this Agreement, the Company MTS may deposit in a so-called "rabbi" trust an amount equal to the maximum payment that will be due the Executive under the terms hereof; provided, however, that the Company MTS shall deposit in trust the amount equal to the maximum payment due Executive immediately upon an Unfriendly Change in Control. Under such written trust instrument, the trustee Trustee shall be instructed to pay to the Executive (or the Executive's legal representative, as the case may be) the amount to which the Executive shall be entitled under the terms hereof, and the balance, if any, of the trust not so paid or reserved for payment shall be repaid to the CompanyMTS. If the Company MTS deposits funds in trust, payment shall be made no later than the occurrence of the a Change in Control. The written instrument governing the trust shall be irrevocable from and after such Change in Control and shall contain such provisions protective of the Executive as are contained in similar trust agreements approved by the Internal Revenue Service in published private letter rulings (provided that the assets of the trust shall be reachable by creditors of the Company MTS as required by such rulings). The trustee shall be a national bank selected by the Company MTS with the consent of the Executive, with trust powers and whose principal officers are located in the Minneapolis/St. Paul metropolitan area. The trustee shall invest the assets of the txxxx in any readily marketable securities of U.S. corporations (other than the CompanyMTS, its successor, or any affiliate of the Company MTS or its successor). If and to the extent there are not amounts in trust sufficient to pay Amended and Restated Change in Control Agreement Executive under this Agreement, the Company MTS shall remain liable for any and all payments due to Executive.

Funding of Payments. In order to assure the performance of the Company or its successor of its obligations under this Agreement, the Company may deposit in a so-called "rabbi" trust an amount equal to the maximum payment that will be due the Executive under the terms hereof; provided, however, that the Company shall deposit in trust the amount equal to the maximum payment due Executive immediately upon an Unfriendly Change in Control. Under such a written trust instrument, the trustee Trustee shall be instructed to pay to the Executive (or the Executive's legal representative, as the case may be) the amount to which the Executive shall be entitled under the terms hereof, and the balance, if any, of the trust not so paid or reserved for payment shall be repaid to the Company. If the Company deposits funds in trust, payment shall be made no later than the occurrence of the Change in Control. The written instrument governing the trust shall be irrevocable from and after such first Change in Control described in Section 2(a)(i), 2(a)(ii), 2(a)(iii) or 2(a)(iv). Company shall give notice of such a Change in Control to any such trustee upon any occurrence as defined herein. If and to the extent that the Executive becomes a beneficiary of any such funds deposited in trust, Company shall contain such provisions protective give prompt notice to the Executive, which shall include a copy of the trust instrument and amendments from time to time. The rights of the Executive as are contained in similar under such trust agreements approved by the Internal Revenue Service in published private letter rulings (provided that the assets of the trust instrument shall be reachable by creditors enforceable against Company and any trustees named therein, as though the provisions of the Company as required by such rulings). The trustee shall be a national bank selected by the Company with the consent of the Executive, with said trust powers and whose principal officers are located in the Minneapolis/St. Paul metropolitan area. The trustee shall invest the assets of the txxxx in any readily marketable securities of U.S. corporations (other than the Company, its successor, or any affiliate of the Company or its successor)were incorporated into this Agreement. If and to the extent there are not amounts in trust sufficient to pay Amended and Restated Change in Control Agreement the Executive under this Agreement, the Company shall remain liable for any and all payments due to the Executive. In accordance with the terms of such trust, at all times during the term of this Agreement, the Executive shall have no rights, other than as an unsecured general creditor of Company, to any amounts held in trust and all trust assets shall be general assets of Company and subject to the claims of creditors of Company.

Funding of Payments. In order to assure the performance of the Company MTS or its successor of its obligations under this Agreement, the Company MTS may deposit in a so-called "rabbi" trust an amount equal to the maximum payment that will be due the Executive under the terms hereof; hereof provided, however, that the Company MTS shall deposit in trust the amount equal to the maximum payment due Executive immediately upon an Unfriendly Change in Control. Under such written trust instrument, the trustee Trustee shall be instructed to pay to the Executive (or the Executive's legal representative, as the case may be) the amount to which the Executive shall be entitled under the terms hereof, hereof and the balance, if any, of the trust not so paid or reserved for payment shall be repaid to the CompanyMTS. If the Company MTS deposits funds in trust, payment shall be made no later than the occurrence of the a Change in Control. The written instrument governing the trust shall be irrevocable from and after such Change in Control and shall contain such provisions protective of the Executive as are contained in similar trust agreements approved by the Internal Revenue Service in published private letter rulings (provided that the assets of the trust shall be reachable by creditors of the Company MTS as required by such rulings). The trustee shall be a national bank selected by the Company MTS with the consent of the Executive, with trust powers and whose principal officers are located in the Minneapolis/Minneapolis/ St. Paul Xxxx metropolitan area. The trustee shall invest the assets of the txxxx trust in any readily marketable securities of U.S. corporations (other than the CompanyMTS, its successor, or any affiliate of the Company MTS or its successor). If and to the extent there are not amounts in trust sufficient to pay Amended and Restated Change in Control Agreement Executive under this Agreement, the Company MTS shall remain liable for any and all payments due to Executive.

Funding of Payments. In order to assure the performance of the Company MTS or its successor of its obligations under this Agreement, the Company MTS may deposit in a so-called "rabbi" trust an amount equal to the maximum payment that will be due the Executive under the terms hereof; provided, however, that the Company MTS shall deposit in trust the amount equal to the maximum payment due Executive immediately upon an Unfriendly Change in Control. Under such written trust instrument, the trustee Trustee shall be instructed to pay to the Executive (or the Executive's legal representative, as the case may be) the amount to which the Executive shall be entitled under the terms hereof, and the balance, if any, of the trust not so paid or reserved for payment shall be repaid to the CompanyMTS. If the Company MTS deposits funds in trust, payment shall be made no later than the occurrence of the a Change in Control. The written instrument governing the trust shall be irrevocable from and after such Change in Control and shall contain such provisions protective of the Executive as are contained in similar trust agreements approved by the Internal Revenue Service in published private letter rulings (provided that the assets of the trust shall be reachable by creditors of the Company MTS as required by such rulings). The trustee shall be a national bank selected by the Company MTS with the consent of the Executive, with trust powers and whose principal officers are located in the Minneapolis/St. Paul Xxxx metropolitan area. The trustee shall invest the assets of the txxxx trust in any readily marketable securities of U.S. corporations (other than the CompanyMTS, its successor, or any affiliate of the Company MTS or its successor). If and to the extent there are not amounts in trust sufficient to pay Amended and Restated Change in Control Agreement Executive under this Agreement, the Company MTS shall remain liable for any and all payments due to Executive.

Funding of Payments. In order to assure the performance of the Company or its successor of its obligations under this Agreement, the Company may deposit in a so-called "“rabbi" ” trust an amount equal to the maximum payment that will be due the Executive under the terms hereof; provided, however, that the Company shall deposit in trust the amount equal to the maximum payment due Executive immediately upon an Unfriendly Change in Control. Under such written trust instrument, the trustee shall be instructed to pay to the Executive (or the Executive's ’s legal representative, as the case may be) the amount to which the Executive shall be entitled under the terms hereof, and the balance, if any, of the trust not so paid or reserved for payment shall be repaid to the Company. If the Company deposits funds in trust, payment shall be made no later than the occurrence of the Change in Control. The written instrument governing the trust shall be irrevocable from and after such Change in Control and shall contain such provisions protective of the Executive as are contained in similar trust agreements approved by the Internal Revenue Service in published private letter rulings (provided that the assets of the trust shall be reachable by creditors of the Company as required by such rulings). The trustee shall be a national bank selected by the Company with the consent of the Executive, with trust powers and whose principal officers are located in the Minneapolis/St. Paul Xxxx metropolitan area. The trustee shall invest the assets of the txxxx trust in any readily marketable securities of U.S. corporations (other than the Company, its successor, or any affiliate of the Company or its successor). If and to the extent there are not amounts in trust sufficient to pay Amended and Restated Change in Control Agreement Executive under this Agreement, the Company shall remain liable for any and all payments due to Executive.

Funding of Payments. In order to assure the performance of the Company or its successor of its obligations under this Agreement, the Company may deposit in a so-called "“rabbi" ” trust an amount equal to the maximum payment that will be due the Executive under the terms hereof; provided, however, that the Company shall deposit in trust the amount equal to the maximum payment due Executive immediately upon an Unfriendly Change in Control. Under such written trust instrument, the trustee shall be instructed to pay to the Executive (or the Executive's ’s legal representative, as the case may be) the amount to which the Executive shall be entitled under the terms hereof, and the balance, if any, of the trust not so paid or reserved for payment shall be repaid to the Company. If the Company deposits funds in trust, payment shall be made no later than the occurrence of the Change in Control. The written instrument governing the trust shall be irrevocable from and after such Change in Control and shall contain such provisions protective of the Executive as are contained in similar trust agreements approved by the Internal Revenue Service in published private letter rulings (provided that the assets of the trust shall be reachable by creditors of the Company as required by such rulings). The trustee shall be a national bank selected by the Company with the consent of the Executive, with trust powers and whose principal officers are located in the Minneapolis/St. Paul Xxxx metropolitan area. The trustee shall invest the assets of the txxxx trust in any readily marketable securities of U.S. corporations (other than the Company, its successor, or any affiliate of the Company or its successor). If and to the extent there are not amounts in trust sufficient to pay Amended and Restated Change in Control Agreement Executive under this Agreement, the Company shall remain liable for any and all payments due to Executive.

Funding of Payments. In order to assure the performance of the Company or its successor of its obligations under this Agreement, the Company may deposit in a so-called "“rabbi" ” trust an amount equal to the maximum payment that will be due the Executive under the terms hereof; provided, however, that the Company shall deposit in trust the amount equal to the maximum payment due Executive immediately upon an Unfriendly Change in Control. Under such written trust instrument, the trustee shall be instructed to pay to the Executive (or the Executive's ’s legal representative, as the case may be) the amount to which the Executive shall be entitled under the terms hereof, and the balance, if any, of the trust not so paid or reserved for payment shall be repaid to the Company. If the Company deposits funds in trust, payment shall be made no later than the occurrence of the Change in Control. The written instrument governing the trust shall be irrevocable from and after such Change in Control and shall contain such provisions protective of the Executive as are contained in similar trust agreements approved Change in Control Agreement by the Internal Revenue Service in published private letter rulings (provided that the assets of the trust shall be reachable by creditors of the Company as required by such rulings). The trustee shall be a national bank selected by the Company with the consent of the Executive, with trust powers and whose principal officers are located in the Minneapolis/St. Paul Xxxx metropolitan area. The trustee shall invest the assets of the txxxx trust in any readily marketable securities of U.S. corporations (other than the Company, its successor, or any affiliate of the Company or its successor). If and to the extent there are not amounts in trust sufficient to pay Amended and Restated Change in Control Agreement Executive under this Agreement, the Company shall remain liable for any and all payments due to Executive.

Funding of Payments. In order to assure the performance of the Company or its successor of its obligations under this Agreement, the Company may deposit in a so-called "“rabbi" ” trust an amount equal to the maximum payment that will be due the Executive under the terms hereof; provided, however, that the Company shall deposit in trust the amount equal to the maximum payment due Executive immediately upon an Unfriendly Change in Control. Under such written trust instrument, the trustee shall be instructed to pay to the Executive (or the Executive's ’s legal representative, as the case may be) the amount to which the Executive shall be entitled under the terms hereof, and the balance, if any, of the trust not so paid or reserved for payment shall be repaid to the Company. If the Company deposits funds in trust, payment shall be made no later than the occurrence of the Change in Control. The written instrument governing the trust shall be irrevocable from and after such Change in Control and shall contain such provisions protective of the Executive as are contained in similar trust agreements approved by the Internal Revenue Service in published private letter rulings (provided that the assets of the trust shall be reachable by creditors of the Company as required by such rulings). The trustee shall be a national bank selected by the Company with the consent of the Executive, with trust powers and whose principal officers are located in the Minneapolis/St. Paul Xxxx metropolitan area. The trustee shall invest the assets of the txxxx trust in any readily marketable securities of U.S. corporations (other than the Company, its successor, or any affiliate of Change in Control Agreement the Company or its successor). If and to the extent there are not amounts in trust sufficient to pay Amended and Restated Change in Control Agreement Executive under this Agreement, the Company shall remain liable for any and all payments due to Executive.

Funding of Payments. In order to assure the performance of the Company or its successor of its obligations under this Agreement, the Company may deposit in a so-called "“rabbi" ” trust an amount equal to the maximum payment that will be due the Executive under the terms hereof; provided, however, that the Company shall deposit in trust the amount equal to the maximum payment due Executive immediately upon an Unfriendly Change in Control. Under such written trust instrument, the trustee shall be instructed to pay to the Executive (or the Executive's ’s legal representative, as the case may be) the amount to which the Executive shall be entitled under the terms hereof, and the balance, if any, of the trust not so paid or reserved for payment shall be repaid to the Company. If the Company deposits funds in trust, payment shall be made no later than the occurrence of the Change in Control. The written instrument governing the trust shall be irrevocable from and after such Change in Control and shall contain such provisions protective of the Executive as are contained in similar trust agreements approved by the Internal Revenue Service in published private letter rulings (provided that the assets of the trust shall be reachable by creditors of the Company as required by such rulings). The trustee shall be a national bank selected by the Company with the consent of the Executive, with trust powers and whose principal officers are located in the Minneapolis/St. Paul metropolitan Paux xxtropolitan area. The trustee shall invest the assets of the txxxx trust in any readily marketable securities of U.S. corporations (other than the Company, its successor, or any affiliate of the Company or its successor). If and to the extent there are not amounts in trust sufficient to pay Amended and Restated Change in Control Agreement Executive under this Agreement, the Company shall remain liable for any and all payments due to Executive.. Change in Control Agreement

Funding of Payments. In order to assure the performance of the Company or its successor of its obligations under this Agreement, the Company may shall, no later than immediately prior to the closing of the transaction that constitutes a Change in Control, deposit in a so-called "rabbirabbi trust" trust or similar escrow arrangement an amount equal to the estimated maximum payment that will be due the Executive under the terms hereof; provided, however, that . The Trustee or escrow agent (and any successor trustee or escrow agent) under the Company trust or escrow agreement shall deposit in be a national bank with trust the amount equal to the maximum payment due Executive immediately upon an Unfriendly Change in Controlassets of at least $250 million. Under such a written trust instrument, the trustee Trustee shall be instructed to pay to the Executive (or the Executive's legal representative, as the case may be) the amount to which the Executive shall be entitled under the terms hereof, and the balance, if any, of the trust not so paid or reserved for payment shall be repaid to the Company. If the Company deposits funds in trust, payment shall be made no later than the occurrence The assets of the Change in Control. The written instrument governing the this trust shall be irrevocable from and after such Change in Control and shall contain such provisions protective of the Executive as are contained in any similar trust agreements approved for other executives may be combined in a single, commingled trust. Any and all legal fees incurred by the Internal Revenue Service Trustee in published private letter rulings (provided that the assets interpretation of the trust or escrow agreement or in the defense of any action brought against the Trustee shall be reachable promptly paid by creditors of the Company as required by such rulings). The trustee shall be a national bank selected by the Company with the consent of the Executive, with trust powers and whose principal officers are located in the Minneapolis/St. Paul metropolitan area. The trustee shall invest the assets of the txxxx in any readily marketable securities of U.S. corporations (other than the Company, its successor, or any affiliate and shall not be paid out of the Company funds held under the trust or its successor)escrow agreement. If and to the extent there are not amounts in trust or escrow sufficient to pay Amended and Restated Change in Control Agreement the Executive under this Agreement, the Company shall remain liable for any and all payments due to the Executive. In accordance with the terms of such trust or escrow agreement, at all times during the term of this Agreement, the Executive shall have no rights, other than as an unsecured general creditor of the Company, to any amounts held in trust or escrow and all trust or escrow assets shall be general assets of the Company and subject to the claims of creditors of the Company. Failure of the Company to establish or fully fund such trust or escrow shall not be deemed a revocation or termination of this Agreement by the Company.