Separate Payments Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A.
Deferral of Compensation The Company shall implement deferral arrangements permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and annual incentive compensation under Section 4, (ii) long-term incentive compensation under Section 5(a), and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, the Company shall credit to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.
Separation Pay (a) A core employee shall be entitled to separation pay as set out in subsection “c” provided they have not been excluded by subsection “b” and provided they meet any of the following eligibility provisions:
(i) if they are terminated for a reason other than set out in subsection “b”.
(ii) if they are laid off and on any date during their layoff the hours scheduled for them during the previous twelve (12) consecutive months were less than fifty (50%) percent of normal full-time hours provided they are not eligible for any Company or Government pension or for benefits under the Company’s insured Weekly Indemnity or Long Term Disability Plans;
(iii) in special cases where a laid off employee appear to have little prospect of recall to regular work within a period of six months they may request immediate termination and separation pay, and with the concurrence of the Company and the Union this may be granted notwithstanding the eligibility clause in (ii) above;
(iv) if they are ultimately designated for indefinite layoff as a result of a major technological change as provided in Section 10.10. An employee eligible for a separation payment hereunder must apply for it not later than six months after they first become eligible therefore, otherwise their right to such payment shall be cancelled. Notwithstanding the above if the Company permanently discontinues an operation, an employee laid off as a result thereof must apply for and shall receive any separation pay to which they are entitled without waiting the six month period. Operation will be interpreted as meaning:
1. plant, branch or warehouse
2. department or part department in which ten (10) or more employees are permanently laid off.
(b) Notwithstanding subsection “a”, an employee shall be excluded from separation pay eligibility if:
(i) They quit;
(ii) They are terminated for just cause;
(iii) They are terminated under Section 5.03 (loss of seniority provision) of this Collective Agreement.
(iv) They have been terminated because of specific direction or decree from any Government authority which has the effect of curtailing any of the Company’s operations; unless
(1) the direction or decree is the result of an illegal act committed by the Company or one of its representatives, or
(2) the direction or decree purports to change the method of beer retailing within the Province;
(v) They have been laid off because of any act of war or the hostile act of any foreign power or by any act of sabotage or insurrection or by any act of God;
(vi) They are laid off and have arranged with the Company to take leave of absence without pay for a specific period in lieu of their layoff;
(vii) They are in receipt of income replacement benefits under the Weekly Indemnity or Long Term Disability Plans or the Workers Compensation Act;
(viii) the employee is entitled to receive full pension under the Company or Government Pension Plan. At no time will the number of weeks of separation pay exceed the number of weeks to an employee’s normal retirement date (NRD as of June 1st, 2014 age 65) and/or the date the employee has announced as their retirement date.
(c) The amount of the separation payment of an eligible employee shall be equal to:
(i) one week’s base earnings (computed on the basis of their hourly rate in effect as of time of layoff) multiplied by the number of their completed years of seniority (as used for vacation entitlement) as of the last day they actively worked in the Bargaining Unit, plus
(ii) for employees classified as probationary or core employees prior to July 22, 1988, an additional three hundred and seventy-five ($375.00) dollars multiplied by their completed years of seniority used in (i) above to a maximum of 15 years. However, such eligible employee who applies for separation pay at the time they first becomes eligible therefore shall have their separation pay under this part (ii) calculated as seven hundred and fifty ($750.00) dollars multiplied by their completed years of seniority used in (i) above to a maximum of 15 years. If there is a permanent closure of the complete operations of B.D.L. the 15 year maximum is replaced with a 22 year maximum.
(d) If an employee applies for and accepts a separation payment hereunder, their employment is terminated and their seniority and other rights under the Collective Bargaining Agreement are cancelled.
Deferral of Payments The Executive shall have the right to elect to defer the Post-Change in Control Severance Payment to be received by the Executive pursuant to this Section 6 under the terms and conditions of the Deferred Compensation Plan. Any such deferral election shall be made in accordance with Section 18(b) hereof.
Deferred Compensation Upon the consummation of the Initial Business Combination, the Company will cause the Trustee to pay to the Representative, on behalf of the Underwriters, the Deferred Discount. Payment of the Deferred Discount will be made out of the proceeds of the Offering held in the Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its Initial Business Combination within the time period prescribed in the Amended and Restated Certificate of Incorporation, the Deferred Discount will not be paid to the Representative and will, instead, be included in the liquidation distribution of the proceeds held in the Trust Account made to the Public Stockholders. In connection with any such liquidation distribution, the Underwriters will forfeit any rights or claims to the Deferred Discount.
Deferred Compensation Account The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.
Retirement Pay Any teacher with ten (10) years consecutive teaching experience in the Park Hill School District immediately prior to retirement from PSRS without an age reduction for early retirement, shall receive upon retirement from the Park Hill School District a terminal amount based upon the following formula: (Notation, the teacher must make application to PSRS for retirement and begin drawing from PSRS on the first available month following retirement). Years of service to the Park Hill School District to be divided by ten (10) and multiplied by one-ninth (1/9) of the last completed contract. Retirement notification after December 15 for the current academic year will result in a reduction of $1,000.00 from the total under Article 36. In the event of a sudden severe illness of the teacher, teacher’s legally recognized spouse, and/or child, the transfer of a legally recognized spouse, or being called into active military duty may be cause for the District not to impose the late notification reduction of $1,000.00. A teacher who otherwise qualifies for payment under Article 36 and dies while currently classified as an active employee will receive such payment.
Safe Harbor The recipient government will then compare the reporting year’s actual tax revenue to the baseline. If actual tax revenue is greater than the baseline, Treasury will deem the recipient government not to have any recognized net reduction for the reporting year, and therefore to be in a safe harbor and outside the ambit of the offset provision. This approach is consistent with the ARPA, which contemplates recoupment of Fiscal Recovery Funds only in the event that such funds are used to offset a reduction in net tax revenue. If net tax revenue has not been reduced, this provision does not apply. In the event that actual tax revenue is above the baseline, the organic revenue growth that has occurred, plus any other revenue-raising changes, by definition must have been enough to offset the in-year costs of the covered changes.
Payment of Compensation Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon.
Educational Benefits The Employer agrees to provide educational benefits to employees that are in permanent status as of the first day of the quarter they are registering in accordance with the Employer’s space-available tuition waiver policy and employee 50% operating fee tuition waiver policy, to include: