Payment of Termination Benefits. If the Executive becomes entitled to receive Termination Benefits pursuant to Section 3(a), the continued payments of base salary, to the extent of payments made from the date of the Executive’s termination of employment through March 15 of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by such provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment be delayed until six (6) months after the Executive’s termination of employment if the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such termination.
Payment of Termination Benefits. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s separation from service, or (ii) the Executive’s death, and the initial payment shall include a catch-up amount covering amounts that would otherwise have been paid during the first six-month period but for the application of this Section 7(f). Any such deferred payment shall earn simple interest calculated at the short-term applicable federal rate in effect on the date of the Executive’s separation from service. The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.
Payment of Termination Benefits. (a) The term "Termination Benefits" shall mean the payment or provision of all of the following at such times as provided below:
Payment of Termination Benefits is in Addition to Amounts Payable under Employment Agreement. The Termination Benefits provided under this Agreement are in addition to any other amount payable to the Employee under any Employment Agreement with the Company. Any amount payable as Termination Benefit shall not cause any reduction, offset or diminution of amounts payable to the Employee under any Employment Agreement.
Payment of Termination Benefits. Notwithstanding anything to the contrary herein, the following provisions apply to the extent Termination Benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”). Termination Benefits shall not commence until the Executive has a “separation from service” for purposes of Section 409A. If the Executive becomes entitled to receive Termination Benefits pursuant to Section 3(a), the continued payments of base salary, to the extent of payments made from the date of the Executive’s termination of employment through March 15 of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by such provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment be delayed until the earlier of six (6) months after the Executive’s termination of employment if the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such termination or the Executive’s death.
Payment of Termination Benefits. The lump sum payment set forth in subsection (i) above shall be paid no earlier than six months and one day after the date of termination of the Executive's employment but no later than six months and fifteen days after the date of termination of the Executive's employment. The Employer's liability for the lump sum payment pursuant to Section 6(d)(i) shall be reduced by the amount of any severance pay due or otherwise paid to the Executive pursuant to any severance pay plan or stay bonus plan of the Employer. Notwithstanding the foregoing, nothing in this Section 6(d) shall be construed to affect the Executive's right to receive COBRA continuation entirely at the Executive's own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive's right to cost sharing under Section 6(d)(ii) ceases. The Release must be executed (without revocation) within six (6) months of the end of the Executive's employment with the Employer (the "Execution Period"). If the Release is not executed (without revocation) within the Execution Period, the Employee shall forfeit all rights to any Termination Benefits under this Agreement.
Payment of Termination Benefits. Section 10(a) of the Employment Agreement is hereby amended to read as follows:
Payment of Termination Benefits. (a) The Committee shall combine the Nonforfeitable percentage of the Individual Accounts of a Participant determined under Section 9.2 with the Participant Contribution Account into one Individual Account, and the Trustee shall make payments to the Participant pursuant to Article X. Subject to the third and fourth sentences of Section 6.3, the mandatory distribution requirements of Section 6.4 and the survivor annuity requirements of Section 6.5, if applicable, payments shall begin as soon as administratively feasible after the Participant terminates. The Committee shall charge each payment to the Participant's Individual Account and payment shall continue until death (when Article VII shall control the disposition of the deceased Participant's Nonforfeitable Account Balance) or until the Participant's Nonforfeitable Account Balance is paid to the Participant in full, whichever event shall occur first.
(b) Notwithstanding the foregoing paragraph, if a Participant separates from Service with the Employer and the Participant's Nonforfeitable Account Balance determined under Section 9.2 is $3,500 or less, the Committee may direct the Trustee to make immediate distribution to the Participant in the form of a lump sum distribution; provided, however, the Trustee shall not make a lump sum distribution after benefit distributions have commenced, without the written consent of the Participant and spouse. For purposes of this paragraph, if the value of an Employee's vested Account Balance is zero (0), the Employee shall be deemed to have received a distribution of his or her vested Account Balance. Notwithstanding any contrary provision, if the Nonforfeitable Account Balance of a Participant exceeds $3,500, then the Trustee shall make no distribution without the Participant's and the spouse's consent pursuant to Article X until the later of attainment of age sixty-two (62) years or attainment of Normal Retirement Age. The foregoing sentence shall not apply after the death of the Participant.
(c) If requested by a Participant and approved by the spouse in writing after the Participant has separated from Service with the Employer, the Committee shall direct the Trustee to distribute the Participant's Nonforfeitable Account Balance determined under Section 9.2 in the form of a lump sum distribution.
Payment of Termination Benefits. Amounts payable pursuant to Sections 7(a), 7(b) and 7(c) will, except to the extent otherwise expressly provided therein, be paid as promptly as practicable after termination of Executive's employment, but in no event more than 30 days after such termination.
Payment of Termination Benefits. With respect to payments due under Section 7.2, 7.3 or 7.4 that are unpaid as of the date of termination, death or disability, such payments shall be paid in periodic installments in accordance with the Company's usual practices for its senior executives; provided, however, that if Section 409A(a)(2)(B) would apply to Donovan at the date of termination of employment, no such paymexxx xx Salary shall be made during the six month period following the effective date of Donovan's termination; provided, further, that such payment whicx xxxxx xave otherwise been made during such six month period shall be paid in one lump sum payment upon the expiration of such six month period. Notwithstanding the foregoing sentence, in the event of the death of Donovan, any unpaid payments under Section 7.2, 7.3 or 7.4 shall cxxxxxxx and be paid to the estate of Donovan for the same duration and in the same manner as would have xxxx xaid to Donovan if he were alive. The payments under Section 7.2, 7.3 xx 0.0 shall be offset by any amounts owed to the Company by Donovan ratably over the anticipated period during which such paymxxxx xxll be paid.
