Common use of Obligation of the Company to Fund Trusts Clause in Contracts

Obligation of the Company to Fund Trusts. Upon the earlier to occur of (X) a Change in Control that involves a transaction that was not approved by the Board, and was not recommended to the Company’s shareholders by the Board, (Y) a declaration by the Board that the Trusts should be funded in connection with a Change in Control that involves a transaction that was approved by the Board, or was recommended to shareholders by the Board, or (Z) a declaration by the Board that a Change in Control is imminent, the Company shall promptly, to the extent it has not previously done so and to the extent the amount contributed would not be treated as property transferred in connection with the performances of services for purposes of Code Section 83, as provided in Section 409A(b)(3) of the Code, and in any event within five (5) business days: (i) transfer to the Trustee to be added to the principal of the trust under the Trust Agreement a sum equal to the aggregate value on the date of the Change in Control of the Severance Payment and Employee Benefits which could become payable to Executive under the provisions of Section 5(a)(i) and Section 5(a)(ii) hereof; provided, however, that the Company shall not be required to transfer, in the aggregate, to the trust under the Trust Agreement a sum in excess of the maximum amount authorized by its Board by resolutions on February 10, 1989, which resolutions contemplate the funding of the trust under the Trust Agreement. Any Severance Payment or other payment of Employee Benefits by the Trustee pursuant to the Trust Agreement shall, to the extent thereof, discharge the Company’s obligation to pay the Severance Payment and other Employee Benefits hereunder, it being the intent of the Company that assets in such Trust be held as security for the Company’s obligation to pay the Severance Payment and other Employee Benefits under this Agreement; and (ii) transfer to the Trustee to be added to the principal of the trust under Trust Agreement No. 2 the sum of Two Million Dollars ($2,000,000). Any payments of attorneys’ and related fees and expenses, which are the obligation of the Company under Section 7(a) hereof, by the Trustee pursuant to Trust Agreement No. 2 shall, to the extent thereof, discharge the Company’s obligation hereunder, it being the intent of the Company that such assets in such Trust be held as security for the Company’s obligation under Section 7(a) hereof.

Obligation of the Company to Fund Trusts. Upon the earlier to occur of (Xx) a Change in Control that involves a transaction that was not approved by the Board, and was not recommended to the Company’s shareholders by the Board, (Yy) a declaration by the Board that the Trusts trusts under the Trust Agreement and Trust Agreement No. 2 should be funded in connection with a Change in Control that involves a transaction that was approved by the Board, or was recommended to shareholders by the Board, or (Zz) a declaration by the Board that a Change in Control is imminent, the Company shall promptly, promptly to the extent it has not previously done so and to the extent the amount contributed would not be treated as property transferred in connection with the performances of services for purposes of Code Section 83, as provided in Section 409A(b)(3) of the Codeso, and in any event within five (5) business days: (ia) transfer to the Trustee to be added to the principal of the trust under the Trust Agreement a sum equal to the aggregate value on the date of the Change in Control of the CIC Severance Payment Amount and Employee Benefits Primary Supplemental Pension Benefit, which could become payable to Executive the Employee under the provisions of Section 5(a)(i) and Section 5(a)(ii) hereof; provided, however, that the Company shall not be required to transfer, in the aggregate, 4.1 hereof or pursuant to the trust under the Trust terms of any Excess Agreement a sum in excess or Supplemental Plan. The payment of the maximum amount authorized by its Board by resolutions on February 10any CIC Severance Amount, 1989Primary Supplemental Pension Benefit, which resolutions contemplate the funding of the trust under the Trust Agreement. Any Severance Payment or other payment of Employee Benefits by the Trustee pursuant to the Trust Agreement shall, to the extent thereof, discharge the Company’s obligation to pay the CIC Severance Payment and Amount, Primary Supplemental Pension Benefit, or other Employee Benefits payment hereunder, it being the intent of the Company that assets in such Trust Agreement be held as security for the Company’s obligation to pay the CIC Severance Payment Amount, Primary Supplemental Pension Benefit, and other Employee Benefits payments under this Agreement; and (iib) transfer to the Trustee to be added to the principal of the trust under Trust Agreement No. 2 the sum authorized by the members of Two Million Dollars ($2,000,000)the Compensation Committee from time to time. Any payments of attorneys’ and related fees and expenses, which are the obligation of the Company under Section 7(a) hereof18.1, by the Trustee pursuant to Trust Agreement No. 2 shall, to the extent thereof, discharge the Company’s obligation hereunder, it being the intent of the Company that such assets in such Trust Agreement No. 2 be held as security for the Company’s obligation under Section 7(a18.1. Notwithstanding any provision of this Agreement to the contrary, no amounts shall be transferred to the Trustee with respect to the Trust Agreement or the Trust Agreement No. 2 for payments of any amount under this Agreement if, pursuant to Section 409A(b)(3)(A) hereofof the Code, such amount would, for purposes of Section 83 of the Code, be treated as property transferred in connection with the performance of services.

Obligation of the Company to Fund Trusts. Upon the earlier to occur of (Xx) a Change in Control that involves a transaction that was not approved by the Board, and was not recommended to the Company’s shareholders by the Board, (Yy) a declaration by the Board that the Trusts trusts under the Amended and Restated Trust Agreement and Amended and Restated Trust Agreement No. 2 should be funded in connection with a Change in Control that involves a transaction that was approved by the Board, or was recommended to shareholders by the Board, or (Zz) a declaration by the Board that a Change in Control is imminent, the Company shall promptly, promptly to the extent it has not previously done so and to the extent the amount contributed would not be treated as property transferred in connection with the performances of services for purposes of Code Section 83, as provided in Section 409A(b)(3) of the Codeso, and in any event within five (5) business days: (ia) transfer to the Trustee to be added to the principal of the trust under the Amended and Restated Trust Agreement a sum equal to the aggregate value on the date of the Change in Control of the CIC Severance Amount and Gross-Up Payment and Employee Benefits which could become payable to Executive the Employee under the provisions of Section 5(a)(i) 4.1 and Section 5(a)(ii) 4.5 hereof; provided. The payment of any CIC Severance Amount, however, that the Company shall not be required to transfer, in the aggregate, to the trust under the Trust Agreement a sum in excess of the maximum amount authorized by its Board by resolutions on February 10, 1989, which resolutions contemplate the funding of the trust under the Trust Agreement. Any Severance Gross-Up Payment or other payment of Employee Benefits by the Trustee pursuant to the Amended and Restated Trust Agreement shall, to the extent thereof, discharge the Company’s obligation to pay the CIC Severance Amount, Gross-Up Payment and or other Employee Benefits payment hereunder, it being the intent of the Company that assets in such Amended and Restated Trust Agreement be held as security for the Company’s obligation to pay the CIC Severance Amount, Gross-Up Payment and other Employee Benefits payments under this Agreement; and (iib) transfer to the Trustee to be added to the principal of the trust under Amended and Restated Trust Agreement No. 2 the sum authorized by the members of Two Million Dollars ($2,000,000)the Compensation Committee from time to time. Any payments of attorneys’ and related fees and expenses, which are the obligation of the Company under Section 7(a) hereof18.1, by the Trustee pursuant to Amended and Restated Trust Agreement No. 2 shall, to the extent thereof, discharge the Company’s obligation hereunder, it being the intent of the Company that such assets in such Amended and Restated Trust Agreement No. 2 be held as security for the Company’s obligation under Section 7(a18.1. Notwithstanding any provision of this Agreement to the contrary, no amounts shall be transferred to the Trustee with respect to the Amended and Restated Trust Agreement or the Amended and Restated Trust Agreement No. 2 for payments of any amount under this Agreement if, pursuant to Section 409A(b)(3)(A) hereofof the Code, such amount would, for purposes of Section 83 of the Code, be treated as property transferred in connection with the performance of services.

Obligation of the Company to Fund Trusts. Upon the earlier to occur of (X) a Change in Control that involves a transaction that was not approved by the Board, and was not recommended to the Company’s shareholders by the Board, (Y) a declaration by the Board that the Trusts should be funded in connection with a Change in Control that involves a transaction that was approved by the Board, or was recommended to shareholders by the Board, or (Z) a declaration by the Board that a Change in Control is imminent, the Company shall promptly, promptly to the extent it has not previously done so and to the extent the amount contributed would not be treated as property transferred in connection with the performances of services for purposes of Code Section 8383 of the Code, as provided in Section 409A(b)(3) of the Code, and in any event within five (5) business days: (i1) transfer to the Trustee to be added to the principal of the trust under the Trust Agreement a sum equal to the aggregate value on the date of the Change in Control of the Severance Payment and Employee Benefits which could become payable to Executive Employee under the provisions of Section 5(a)(i6(a)(1)(A) and Section 5(a)(ii(B) hereof; , provided, however, that the Company shall not be required to transfer, in the aggregate, to the trust under the Trust Agreement a sum in excess of the maximum amount authorized by its Board by resolutions on February 10, 1989, which resolutions contemplate the funding of the trust under the Trust Agreement. Any Severance Payment or other payment of Employee Benefits by the Trustee pursuant to the Trust Agreement shall, to the extent thereof, discharge the Company’s obligation to pay the Severance Payment and other Employee Benefits hereunder, it being the intent of the Company that assets in such Trust be held as security for the Company’s obligation to pay the Severance Payment and other Employee Benefits under this Agreement; , and (ii2) transfer to the Trustee to be added to the principal of the trust under Trust Agreement No. 2 the sum of Two Million Dollars ($2,000,000). Any payments of attorneys’ and related fees and expenses, which are the obligation of the Company under Section 7(a) 9 hereof, by the Trustee pursuant to Trust Agreement No. 2 shall, to the extent thereof, discharge the Company’s obligation hereunder, it being the intent of the Company that such assets in such Trust be held as security for the Company’s obligation under Section 7(a) 9 hereof.

Obligation of the Company to Fund Trusts. Upon the earlier to occur of (Xx) a Change in Control that involves a transaction that was not approved by the Board, and was not recommended to the Company’s shareholders by the Board, (Yy) a declaration by the Board that the Trusts trusts under the Amended and Restated Trust Agreement and Amended and Restated Trust Agreement No. 2 should be funded in connection with a Change in Control that involves a transaction that was approved by the Board, or was recommended to shareholders by the Board, or (Zz) a declaration by the Board that a Change in Control is imminent, the Company shall promptly, promptly to the extent it has not previously done so and to the extent the amount contributed would not be treated as property transferred in connection with the performances of services for purposes of Code Section 83, as provided in Section 409A(b)(3) of the Codeso, and in any event within five (5) business days: (ia) transfer to the Trustee to be added to the principal of the trust under the Amended and Restated Trust Agreement a sum equal to the aggregate value on the date of the Change in Control of the CIC Severance Payment and Employee Benefits Amount, which could become payable to Executive the Employee under the provisions of Section 5(a)(i) and Section 5(a)(ii) 4.1 hereof; provided, however, that the Company shall not be required to transfer, in the aggregate, to the trust under the Trust Agreement a sum in excess . The payment of the maximum amount authorized by its Board by resolutions on February 10, 1989, which resolutions contemplate the funding of the trust under the Trust Agreement. Any any CIC Severance Payment Amount or other payment of Employee Benefits by the Trustee pursuant to the Amended and Restated Trust Agreement shall, to the extent thereof, discharge the Company’s obligation to pay the CIC Severance Payment and Amount or other Employee Benefits payment hereunder, it being the intent of the Company that assets in such Amended and Restated Trust Agreement be held as security for the Company’s obligation to pay the CIC Severance Payment Amount and other Employee Benefits payments under this Agreement; and (iib) transfer to the Trustee to be added to the principal of the trust under Amended and Restated Trust Agreement No. 2 the sum authorized by the members of Two Million Dollars ($2,000,000)the Compensation Committee from time to time. Any payments of attorneys’ and related fees and expenses, which are the obligation of the Company under Section 7(a) hereof19.1, by the Trustee pursuant to Amended and Restated Trust Agreement No. 2 shall, to the extent thereof, discharge the Company’s obligation hereunder, it being the intent of the Company that such assets in such Amended and Restated Trust Agreement No. 2 be held as security for the Company’s obligation under Section 7(a19.1. Notwithstanding any provision of this Agreement to the contrary, no amounts shall be transferred to the Trustee with respect to the Amended and Restated Trust Agreement or the Amended and Restated Trust Agreement No. 2 for payments of any amount under this Agreement if, pursuant to Section 409A(b)(3)(A) hereofof the Code, such amount would, for purposes of Section 83 of the Code, be treated as property transferred in connection with the performance of services.

Obligation of the Company to Fund Trusts. Upon the earlier to occur of (Xx) a Change in Control that involves a transaction that was not approved by the Board, and was not recommended to the Company’s shareholders by the Board, (Yy) a declaration by the Board that the Trusts trusts under the Amended and Restated Trust Agreement and Amended and Restated Trust Agreement No. 2 should be funded in connection with a Change in Control that involves a transaction that was approved by the Board, or was recommended to shareholders by the Board, or (Zz) a declaration by the Board that a Change in Control is imminent, the Company shall promptly, promptly to the extent it has not previously done so and to the extent the amount contributed would not be treated as property transferred in connection with the performances of services for purposes of Code Section 83, as provided in Section 409A(b)(3) of the Codeso, and in any event within five (5) business days: (ia) transfer to the Trustee to be added to the principal of the trust under the Amended and Restated Trust Agreement a sum equal to the aggregate value on the date of the Change in Control of the CIC Severance Amount and Gross-Up Payment and Employee Benefits which could become payable to Executive the Employee under the provisions of Section 5(a)(i) 3.1 and Section 5(a)(ii) 3.5 hereof; provided. The payment of any CIC Severance Amount, however, that the Company shall not be required to transfer, in the aggregate, to the trust under the Trust Agreement a sum in excess of the maximum amount authorized by its Board by resolutions on February 10, 1989, which resolutions contemplate the funding of the trust under the Trust Agreement. Any Severance Gross-Up Payment or other payment of Employee Benefits by the Trustee pursuant to the Amended and Restated Trust Agreement shall, to the extent thereof, discharge the Company’s obligation to pay the CIC Severance Amount, Gross-Up Payment and or other Employee Benefits payment hereunder, it being the intent of the Company that assets in such Amended and Restated Trust Agreement be held as security for the Company’s obligation to pay the CIC Severance Amount, Gross-Up Payment and other Employee Benefits payments under this Agreement; and (iib) transfer to the Trustee to be added to the principal of the trust under Amended and Restated Trust Agreement No. 2 the sum authorized by the members of Two Million Dollars ($2,000,000)the Compensation Committee from time to time. Any payments of attorneys’ and related fees and expenses, which are the obligation of the Company under Section 7(a) hereof17.1, by the Trustee pursuant to Amended and Restated Trust Agreement No. 2 shall, to the extent thereof, discharge the Company’s obligation hereunder, it being the intent of the Company that such assets in such Amended and Restated Trust Agreement No. 2 be held as security for the Company’s obligation under Section 7(a) hereof17.1.

Obligation of the Company to Fund Trusts. Upon the earlier to occur of (Xx) a Change in Control that involves a transaction that was not approved by the Board, and was not recommended to the Company’s shareholders by the Board, (Yy) a declaration by the Board that the Trusts trusts under the Amended and Restated Trust Agreement and Amended and Restated Trust Agreement No. 2 should be funded in connection with a Change in Control that involves a transaction that was approved by the Board, or was recommended to shareholders by the Board, or (Zz) a declaration by the Board that a Change in Control is imminent, the Company shall promptly, promptly to the extent it has not previously done so and to the extent the amount contributed would not be treated as property transferred in connection with the performances of services for purposes of Code Section 83, as provided in Section 409A(b)(3) of the Codeso, and in any event within five (5) business days: (ia) transfer to the Trustee to be added to the principal of the trust under the Amended and Restated Trust Agreement a sum equal to the aggregate value on the date of the Change in Control of the CIC Severance Payment Amount and Employee Benefits Primary Supplemental Pension Benefit, which could become payable to Executive the Employee under the provisions of Section 5(a)(i) and Section 5(a)(ii) 4.1 hereof; provided. The payment of any CIC Severance Amount, howeverPrimary Supplemental Pension Benefit, that the Company shall not be required to transfer, in the aggregate, to the trust under the Trust Agreement a sum in excess of the maximum amount authorized by its Board by resolutions on February 10, 1989, which resolutions contemplate the funding of the trust under the Trust Agreement. Any Severance Payment or other payment of Employee Benefits by the Trustee pursuant to the Amended and Restated Trust Agreement shall, to the extent thereof, discharge the Company’s obligation to pay the CIC Severance Payment and Amount, Primary Supplemental Pension Benefit, or other Employee Benefits payment hereunder, it being the intent of the Company that assets in such Amended and Restated Trust Agreement be held as security for the Company’s obligation to pay the CIC Severance Payment Amount, Primary Supplemental Pension Benefit, and other Employee Benefits payments under this Agreement; and (iib) transfer to the Trustee to be added to the principal of the trust under Amended and Restated Trust Agreement No. 2 the sum authorized by the members of Two Million Dollars ($2,000,000)the Compensation Committee from time to time. Any payments of attorneys’ and related fees and expenses, which are the obligation of the Company under Section 7(a) hereof18.1, by the Trustee pursuant to Amended and Restated Trust Agreement No. 2 shall, to the extent thereof, discharge the Company’s obligation hereunder, it being the intent of the Company that such assets in such Amended and Restated Trust Agreement No. 2 be held as security for the Company’s obligation under Section 7(a18.1. Notwithstanding any provision of this Agreement to the contrary, no amounts shall be transferred to the Trustee with respect to the Amended and Restated Trust Agreement or the Amended and Restated Trust Agreement No. 2 for payments of any amount under this Agreement if, pursuant to Section 409A(b)(3)(A) hereofof the Code, such amount would, for purposes of Section 83 of the Code, be treated as property transferred in connection with the performance of services.

Obligation of the Company to Fund Trusts. Upon the earlier to occur of (X) a Change in Control that involves a transaction that was not approved by the Board, and was not recommended to the Company’s 's shareholders by the Board, (Y) a declaration by the Board that the Trusts should be funded in connection with a Change in Control that involves a transaction that was approved by the Board, or was recommended to shareholders by the Board, or (Z) a declaration by the Board that a Change in Control is imminent, the Company shall promptly, promptly to the extent it has not previously done so and to the extent the amount contributed would not be treated as property transferred in connection with the performances of services for purposes of Code Section 83, as provided in Section 409A(b)(3) of the Codeso, and in any event within five (5) business days: (i) transfer to the Trustee to be added to the principal of the trust under the Trust Agreement a sum equal to the aggregate value on the date of the Change in Control of the Severance Payment and Employee Benefits which could become payable to Executive under the provisions of Section 5(a)(i) and Section 5(a)(ii) hereof; provided, however, that the Company shall not be required to transfer, in the aggregate, to the trust under the Trust Agreement a sum in excess of the maximum amount authorized by its Board by resolutions on February 10, 1989, which resolutions contemplate the funding of the trust under the Trust Agreement. Agreement Any Severance Payment or other payment of Employee Benefits by the Trustee pursuant to the Trust Agreement shall, to the extent thereof, discharge the Company’s 's obligation to pay the Severance Payment and other Employee Benefits hereunder, it being the intent of the Company that assets in such Trust be held as security for the Company’s 's obligation to pay the Severance Payment and other Employee Benefits under this Agreement; and (ii) transfer to the Trustee to be added to the principal of the trust under Trust Agreement No. 2 the sum of Two Million Dollars ($2,000,000). Any payments of attorneys’ ' and related fees and expenses, which are the obligation of the Company under Section 7(a) hereof, by the Trustee pursuant to Trust Agreement No. 2 shall, to the extent thereof, discharge the Company’s 's obligation hereunder, it being the intent of the Company that such assets in such Trust be held as security for the Company’s 's obligation under Section 7(a) hereof.

Obligation of the Company to Fund Trusts. Upon the earlier to occur of (X) a Change in Control that involves a transaction that was not approved by the Board, and was not recommended to the Company’s shareholders by the Board, (Y) a declaration by the Board that the Trusts should be funded in connection with a Change in Control that involves a transaction that was approved by the Board, or was recommended to shareholders by the Board, or (Z) a declaration by the Board that a Change in Control is imminent, the Company shall promptly, promptly to the extent it has not previously done so and to the extent the amount contributed would not be treated as property transferred in connection with the performances of services for purposes of Code Section 8383 of the Code, as provided in Section 409A(b)(3) of the Code, and in any event within five (5) business days: (iA) transfer to the Trustee to be added to the principal of the trust under the Trust Agreement a sum equal to the aggregate value on the date of the Change in Control of the Severance Payment payments and Employee Benefits benefits which could become payable to Executive under the provisions of Section 5(a)(i) and Section 5(a)(iiSections 14(a)(i)(A-D) hereof; , provided, however, that the Company shall not be required to transfer, in the aggregate, to the trust under the Trust Agreement a sum in excess of the maximum amount authorized by its Board by resolutions on February 10, 1989, which resolutions contemplate the funding of the trust under the Trust Agreement. Any Severance Payment payments or other payment of Employee Benefits benefits provided by the Trustee pursuant to the Trust Agreement shall, to the extent thereof, discharge the Company’s obligation to pay provide the Severance Payment payments and other Employee Benefits benefits under Sections 14(a)(i)(A-D) hereunder, it being the intent of the Company that assets in such Trust be held as security for the Company’s obligation to pay the Severance Payment payments and other Employee Benefits benefits under this Sections 14(a)(i)(A-D) of this Agreement; , and (iiB) transfer to the Trustee to be added to the principal of the trust under Trust Agreement No. 2 the sum of Two Million Dollars ($2,000,000)two million dollars. Any payments of attorneys’ and related fees and expenses, which are the obligation of the Company under Section 7(a14(c) hereof, by the Trustee pursuant to Trust Agreement No. 2 shall, to the extent thereof, discharge the Company’s obligation hereunder, it being the intent of the Company that such assets in such Trust be held as security for the Company’s obligation under Section 7(a14(c) hereof.

Obligation of the Company to Fund Trusts. Upon the earlier to occur of (X) a Change in Control that involves a transaction that was not approved by the Board, and was not recommended to the Company’s shareholders by the Board, (Y) a declaration by the Board that the Trusts should be funded in connection with a Change in Control that involves a transaction that was approved by the Board, or was recommended to shareholders by the Board, or (Z) a declaration by the Board that a Change in Control is imminent, the Company shall promptly, promptly to the extent it has not previously done so and to the extent the amount contributed would not be treated as property transferred in connection with the performances of services for purposes of Code Section 83, as provided in Section 409A(b)(3) of the Codeso, and in any event within five (5) business days: (i) transfer to the Trustee to be added to the principal of the trust under the Trust Agreement a sum equal to the aggregate value on the date of the Change in Control of the Severance Payment and Employee Benefits which could become payable to Executive under the provisions of Section 5(a)(i) and Section 5(a)(ii) hereof; provided, however, that the Company shall not be required to transfer, in the aggregate, to the trust under the Trust Agreement a sum in excess of the maximum amount authorized by its Board by resolutions on February 10, 1989, which resolutions contemplate the funding of the trust under the Trust Agreement. Any Severance Payment or other payment of Employee Benefits by the Trustee pursuant to the Trust Agreement shall, to the extent thereof, discharge the Company’s obligation to pay the Severance Payment and other Employee Benefits hereunder, it being the intent of the Company that assets in such Trust be held as security for the Company’s obligation to pay the Severance Payment and other Employee Benefits under this Agreement; and (ii) transfer to the Trustee to be added to the principal of the trust under Trust Agreement No. 2 the sum of Two Million Dollars ($2,000,000). Any payments of attorneys’ and related fees and expenses, which are the obligation of the Company under Section 7(a) hereof, by the Trustee pursuant to Trust Agreement No. 2 shall, to the extent thereof, discharge the Company’s obligation hereunder, it being the intent of the Company that such assets in such Trust be held as security for the Company’s obligation under Section 7(a) hereof.

Obligation of the Company to Fund Trusts. Upon the earlier to occur of (Xa) a Change in Control that involves a transaction that was not approved by the board of directors of the Company (the "Board"), and was not recommended to the Company’s 's shareholders by the Board, (Yb) a declaration by the Board that the Trusts should be funded in connection with a Change in Control that involves a transaction that was approved by the Board, or was recommended to shareholders by the Board, or (Zc) a declaration by the Board that a Change in Control is imminent, the Company shall promptly, promptly to the extent it has not previously done so and to the extent the amount contributed would not be treated as property transferred in connection with the performances of services for purposes of Code Section 83, as provided in Section 409A(b)(3) of the Codeso, and in any event within five (5) business days: (i) transfer to the Trustee to be added to the principal of the trust under the Trust Agreement a sum equal to the aggregate value on the date of the Change in Control of the Severance Payment payment provided for under Section 7 or Section 8 and Employee Benefits other benefits provided hereunder which could become payable to Executive under the provisions of Section 5(a)(i) and Section 5(a)(ii) hereofyou; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to transfer, in the aggregate, to the trust under the Trust Agreement a sum in excess of the maximum amount authorized by its Board by resolutions on February 10, 1989, which resolutions contemplate the funding of the trust under the Trust Agreement$12,000,000. Any Severance Payment or other payment of Employee Benefits by the Trustee pursuant to the Trust Agreement shall, to the extent thereof, discharge the Company’s 's obligation to pay the Severance Payment payment provided for under Section 7 or Section 8 and other Employee Benefits hereunderbenefits provided hereunder which become payable to you, it being the intent of the Company that assets in such Trust be held as security for the Company’s 's obligation to pay the Severance Payment payment provided for under Section 7 or Section 8 and other Employee Benefits under this Agreementbenefits provided hereunder; and (ii) transfer to the Trustee to be added to the principal of the trust under Trust Agreement No. 2 the sum of Two Million Dollars ($2,000,000)250,000. Any payments of attorneys’ ' and related fees and expenses, which are the obligation of the Company under Section 7(a) hereof11, by the Trustee pursuant to Trust Agreement No. 2 shall, to the extent thereof, discharge the Company’s 's obligation hereunder, it being the intent of the Company that such assets in such Trust be held as security for the Company’s 's obligation under Section 7(a) hereof11.