Common use of Payment of Account Clause in Contracts

Payment of Account. 5.1 Payment After the Expiration Date, Death, Retirement or Disability. (a) Within 90 days following the end of the year in which Expiration Date occurs, termination of employment after age 60, death or disability, the Participant, or in the event of death, the Beneficiary, shall choose payment or distribution of the Account under one of the following payment options: (1) The Account may be applied to the purchase of an immediate or deferred life annuity contract, on the sole life of the Participant, or jointly on the lives of the Participant and a beneficiary named by the Participant. The annuity contract shall be purchased from an insurance company to be determined at the sole discretion of AFG provided that such insurance company shall have a current rating of A (Excellent) or better from Bests' Insurance Reports. (2) The Account may be paid out as if the Participant purchased an immediate or deferred life annuity contract, on the sole life of the Participant, or jointly on the lives of the Participant and the beneficiary named by the Participant. Such payment of the Account shall be as if AFG purchased an annuity contract from an insurance company to be determined at the sole discretion of AFG provided that such insurance company shall have a rating of A (Excellent) or better from Bests' Insurance Reports and using as the interest rate assumption, the same interest rate as such insurance company would provide. (3) The Account may be paid in a lump sum in cash. The Employer may take into consideration, but is not bound by, the Employee's preference as to the payment options. The annuity contract provided for in paragraph 5.l(a)(l) shall provide for, and payments provided for in paragraph 5.l(a)(2) shall be made, in equal installments over the expected life span of Participant which shall be determined by standard actuarial tables then in existence. (b) Within 30 days of AFG's choice of payment option, AFG will purchase such annuity, begin to make payments or make the lump sum payment. (c) Notwithstanding the payment option chosen by AFG, after the commencement of payments from the Account, the Administrator, at his sole discretion, may accelerate payment of any amount remaining in the Account to the extent that the amounts being paid are not sufficiently large to warrant the administrative expense then being incurred to administer such payments. (d) Any applicable federal, state and local taxes will be withheld from the gross amounts paid. Neither the Participant nor any designated beneficiary shall have any right, directly or indirectly, to alienate, assign, pledge or in any way encumber any amount that is payable from the Account.

Payment of Account. 5.1 2.1 The principal balance and accrued interest of the Account (the “Deferred Compensation”) shall be payable to Executive in substantially equal monthly installments beginning on January 31, 2008 and ending on December 31, 2017 (the “Payment After Term”); provided, however, that at any time before January 1, 2008 (the Expiration “Benefit Commencement Date”), DeathExecutive may elect to have the Deferred Compensation payable beginning at a different date or over such different period of time as Executive may irrevocably elect in writing, Retirement or Disabilitysubject to the approval of the Company’s Board of Directors in its sole and absolute discretion. (a) Within 90 days following 2.2 In the end event that Executive’s employment by the Company is terminated by reason of Executive’s death prior to the year in which Expiration Benefit Commencement Date occurs, termination of employment after age 60, death or disability, the Participant, or in the event of deathExecutive’s death prior to the expiration of the Payment Term, the Beneficiary, shall choose payment or distribution entire unpaid balance of the Account under one as of the following payment options: (1) The Account may be applied date of Executive’s death, including interest accrued thereon to the purchase date of an immediate or deferred life annuity contract, on the sole life of the Participant, or jointly on the lives of the Participant and a beneficiary named by the Participant. The annuity contract shall be purchased from an insurance company to be determined death at the sole discretion of AFG provided that such insurance company rate prescribed by Section 1.2, shall have a current rating of A (Excellent) or better from Bests' Insurance Reports. (2) The Account may be paid out as if the Participant purchased an immediate or deferred life annuity contract, on the sole life of the Participant, or jointly on the lives of the Participant and the beneficiary named by the Participant. Such payment of the Account shall be as if AFG purchased an annuity contract from an insurance company to be determined at the sole discretion of AFG provided that such insurance company shall have a rating of A (Excellent) or better from Bests' Insurance Reports and using as the interest rate assumption, the same interest rate as such insurance company would provide. (3) The Account may be paid in a lump sum within sixty (60) days after the date of death to the beneficiary or beneficiaries which Executive has designated in casha written notice to the Company. The Employer If Executive has not designated a beneficiary, such amount shall be paid to Executive’s estate. Executive may take into consideration, but is not bound byrevoke or amend his beneficiary designation from time to time. 2.3 In the event of a “Change in Control” (as defined below) of the Company, the Employee's preference unpaid balance of the Account as of the effective date of such Change in Control, including all interest accrued thereon to the payment options. The annuity contract provided for effective date of such Change in paragraph 5.l(a)(l) shall provide forControl at the rate prescribed by Section 1.2, and payments provided for in paragraph 5.l(a)(2) shall be madeimmediately due and payable; provided, however, that at any time prior to the effective date of the Change in equal installments over Control, Executive may elect to have the expected life span Deferred Compensation not be paid pursuant to this Section 2.3 and to have the Deferred Compensation continue to be held and distributed according to the other provisions of Participant which this Agreement. Solely for purposes of this Agreement, Change in Control shall be determined by standard actuarial tables then in existence.deemed to occur if: (ba) Within 30 days any Person (as defined in Sections 13(d) and 14(d) of AFG's choice the Securities Exchange Act of payment option1934, AFG will purchase such annuity, begin to make payments as amended (the “Exchange Act”)) is or make becomes the lump sum payment. Beneficial Owner (c) Notwithstanding as defined in Rule 13d-3 under the payment option chosen by AFG, after the commencement of payments from the Account, the Administrator, at his sole discretion, may accelerate payment of any amount remaining in the Account to the extent that the amounts being paid are not sufficiently large to warrant the administrative expense then being incurred to administer such payments. (d) Any applicable federal, state and local taxes will be withheld from the gross amounts paid. Neither the Participant nor any designated beneficiary shall have any rightExchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities (“Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following shall not constitute a Change in Control: (i) any acquisition by the Company or any corporation controlled by the Company, (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iii) any acquisition by a Person of 20% of the Outstanding Company Voting Securities as a result of an acquisition of common stock of the Company by the Company which, by reducing the number of shares of common stock of the Company outstanding, increases the proportionate number of shares beneficially owned by such Person to alienate20% or more of the Outstanding Company Voting Securities; provided, assignhowever, pledge that if a Person shall become the beneficial owner of 20% or more of the Outstanding Company Voting Securities by reason of a share acquisition by the Company as described above and shall, after such share acquisition by the Company, become the beneficial owner of any additional shares of common stock of the Company, then such acquisition shall constitute a Change in Control; (b) during any way encumber period of two consecutive years (not including any amount period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with Company to effect a transaction described in clauses (a), (c), (d) or (e) of this definition) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (K) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (hereinafter referred to as “Continuing Directors”), cease for any reason to constitute at least a majority thereof; (c) the consummation by the Company of a merger or consolidation of Company with any other corporation (or other entity), other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or more of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that is payable from a merger or consolidation effected to implement a recapitalization of the AccountCompany (or similar transaction) in which no Person acquires more than 20% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control; (d) the stockholders of the Company approve a plan of complete liquidation of the Company; or (e) the consummation of an agreement (or agreements) providing for the sale or disposition by the Company of all or substantially all of the Company’s assets other than a sale or disposition which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent 50% or more of the combined voting power of the Company or such surviving entity outstanding immediately after such sale or disposition.

Payment of Account. 5.1 Payment After 4.1 The balance of the Expiration Dateamount in the Account shall be paid at the time or times set forth below in this Section 4, Deathin cash unless the Employee requests, Retirement or Disabilitysubject to the consent of the Trustee, to pay such amounts in kind (in the form of the assets held as investments). (a) Within 90 days following the end of the year in which Expiration Date occurs, termination of employment after age 60, death or disability, the Participant, or in the event of death, the Beneficiary, shall choose payment or 4.2 The distribution of the Account under one of the following payment options: (1) The Account may be applied to the purchase of an immediate or deferred life annuity contract, on the sole life of the Participant, or jointly on the lives of the Participant and a beneficiary named by the Participant. The annuity contract shall be purchased from an insurance company to be determined at the sole discretion of AFG provided that such insurance company shall have a current rating of A (Excellent) or better from Bests' Insurance Reports. (2) The Account may be paid out as if the Participant purchased an immediate or deferred life annuity contract, on the sole life of the Participant, or jointly on the lives of the Participant and the beneficiary named by the Participant. Such payment balance of the Account shall be as if AFG purchased an annuity contract from an insurance company made to be determined at the sole discretion Employee in ________________ substantially equal quarterly installments over the __________-year period beginning with the calendar quarter in which the earlier of AFG provided that such insurance company shall have a rating of A (Excellent) or better from Bests' Insurance Reports and using as the interest rate assumption, the same interest rate as such insurance company would provide.following occurs: (3a) The Account may be paid in a lump sum in cash. The Employer may take into consideration, but is not bound by, the Employee's preference as to the payment options. The annuity contract provided for in paragraph 5.l(a)(l) shall provide for, and payments provided for in paragraph 5.l(a)(2) shall be made, in equal installments over the expected life span of Participant which shall be determined by standard actuarial tables then in existence.death or Disability; or (b) Within the Employee's termination of employment with the Company (including subsidiaries thereof) for any reason (other than death or Disability). Subsequent installments shall be paid in succeeding calendar quarters until the amounts in the Employee's Account have been paid in full. Payment of the distribution shall commence within 30 days following the operative date in Section 4.2(a) and (b) above. In the event of AFGthe Employee's choice of payment option, AFG will purchase such annuity, begin to make death while receiving payments or make the lump sum payment. (c) Notwithstanding the payment option chosen by AFG, after the commencement of payments from the Accounthereunder, the Administrator, Designated Beneficiary (as defined in Section 5 below) shall receive any remaining (as of the date of death) amounts due hereunder either (at his the Company's sole discretion) in the same manner and to the same extent as the deceased Employee would have received had the Employee not died or in a lump sum. If the Designated Beneficiary dies following the death of the Employee before all amounts otherwise payable to the Employee have been paid, may accelerate payment of any amount the balance remaining in the Account shall be paid in one lump sum to the extent estate of such Designated Beneficiary. If no Designated Beneficiary survives the Employee, payments otherwise payable hereunder to a Designated Beneficiary shall be paid in one lump sum to the Employee's estate. Payments under the preceding two sentences shall be made as soon as practicable after the Employee's death (or the Designated Beneficiary's death, as the case may be) in an amount equal to the value of the Account as of the last day of the calendar quarter in which such death occurred. 4.3 Notwithstanding any other provision of this Agreement, payment of the balance of the Account shall be made in a single lump sum during the month of January immediately following the calendar year in which occurs the operative date specified in the first sentence of Section 4.2 above, if the Employee so elects at the time of execution of this Agreement. This election shall be signified by the Employee's initials in the following space: Lump Sum Elected __________ 4.4 For purposes of this Agreement the Employee shall be considered Disabled if a qualified physician selected by the Company determines that the amounts being paid are not sufficiently large Employee is unable due to warrant physical or mental illness or other impairment, to perform the administrative expense then being incurred to administer majority of the Employee's customary duties with the Company (including subsidiaries thereof) and that such paymentscondition will likely be permanent or of indefinite duration. (d) Any applicable federal4.5 Notwithstanding any other provision of this Section 4, state and local taxes will be withheld from in the gross amounts paid. Neither event of an unforeseeable emergency of the Participant nor any designated beneficiary Employee, the Employee shall have any right, directly or indirectly, the right to alienate, assign, pledge or in any way encumber any amount that is payable receive an immediate payment under this Agreement from his Account subject to the Account.following terms and conditions. The term "unforeseeable emergency" shall mean: