Common use of PAYMENTS FROM THE TRUST Clause in Contracts

PAYMENTS FROM THE TRUST. (a) Prior to a Change of Control, distributions from the Trust shall be made by the Trustee to the insurance company identified in or pursuant to Section 2(e) below (the “Insurance Company”) at the direction of the Company. (b) As insurance premiums become due with respect to the life insurance policies (each a “Policy”) purchased pursuant to the Split Dollar Plan on the lives of the Participants, the Company shall – (i) pay such insurance premiums directly to the Insurance Company, (ii) transfer to the Trustee within thirty (30) days prior to the premium due date funds sufficient to allow the Trustee to pay to the Insurance Company such insurance premiums, or (iii) direct the Trustee to pay directly to the Insurance Company such insurance premiums from the Fund. (1) After a Potential Change of Control and before a Change of Control, the Company shall deliver to the Trustee a schedule of insurance premiums due under the Split Dollar Plan. Such schedule shall accurately reflect the premiums due on each Participants’ Policy, in accordance with the funding schedule that is then in effect for such Participant. Subsequent to a Change of Control, the Trustee shall pay insurance premiums due in accordance with such schedule. If the Company has not transferred the required amounts at least thirty (30) days prior to each due date, the Trustee shall make such payments from the assets of the Fund. If the principal of the Trust, and any earnings thereon, are not sufficient to make payments of insurance premiums in accordance with the terms of such schedule, the Company shall make the balance of each such payment as it falls due in accordance with such Schedule. The Trustee shall notify the Company in the event that principal and earnings are not sufficient to make any premium payment. Nothing in this Trust Agreement shall relieve the Company of its liabilities to pay benefits due under the Split Dollar Plan except to the extent such liabilities are met by application of assets of the Trust. (2) After a Potential Change of Control and before a Change of Control, the Company shall deliver to the Trustee a schedule of amounts due under the Special SERP to fully fund Participant Interests under the Special SERP. If the Company has not transferred the required amounts at least thirty (30) days prior to each due date, the Trustee shall notify the Company. Nothing in this Trust Agreement shall relieve the Company of its liabilities to pay benefits due under the Special SERP except to the extent such liabilities are met by application of assets of the Trust. (3) Subsequent to a Change of Control, as soon as administratively practicable following the end of a calendar year, the Trustee, in consultation with the Plan Administrator of the Special SERP, shall determine the amount of cash the Company must contribute to the Trust to fully fund the Participant Interests under the Special SERP. The Trustee shall notify the Company of such amount, and the Company shall contribute such amount to the Trust within thirty (30) days after receipt of such notification. (4) Subsequent to a Change of Control, if the Company borrows any portion of the cash surrender value of any Policy, the Trustee shall immediately repay to the Insurance Company any amount that has been so borrowed, as certified to it by the Participant whose Policy is the subject of the loan. The Trustee may request any further reasonable evidence of such a loan. (5) Subsequent to a Change of Control, if the Trustee becomes aware that the Company withdraws any portion of the cash surrender value of any Policy, the Trustee shall consult with the Insurance Company or the broker of record, as it deems appropriate, to determine the maximum premiums which may be paid on an annual basis to restore any such withdrawal and to retain the life insurance nature of the Policy, and shall make said payments. (d) The Trustee may institute an action to collect a contribution due the Trust following a Change of Control or in the event that the Trust should ever experience a short-fall in the amount of assets necessary to make current payments pursuant to the terms of the Plans. (e) The primary purposes of this Trust are to insure that, following a Change of Control, (i) premiums will continue to be paid to Pacific Life Insurance Company, or such successor company as the Company may identify to the Trustee in writing, as required pursuant to the Split Dollar Plan and all split-dollar life insurance agreements with employees of the Company or its subsidiaries which have been entered into by the Company and Split Dollar Plan Participants pursuant to the Split Dollar Plan, (ii) contributions will be made to the Trust in amounts sufficient to assure that payment of benefits to participants pursuant to the Special SERP can reasonably be made, and (iii) that any successor to the Company, or its successor management, does not withdraw cash values from the Policies prior to the respective distribution dates of said Policies. Prior to a Change of Control, the payment of Policy insurance premiums will be made pursuant to the provisions of Section 2(b). Subsequent to a Change of Control, the Trustee shall make such payments unless the Company has previously certified to having made them, according to the provisions hereof. In order to make such payments, the Trustee may be required to sell all or a portion of any assets held in the Fund. In the event that the Fund includes Company stock, the Company hereby agrees to promptly, and in any event within sixty (60) days of a request for registration by the Trustee, take any and all actions necessary to register the Company stock held in the fund for sale and to maintain on a continuous basis any registrations required to permit said sales pursuant to applicable federal and state laws, until all Company stock has been sold. In connection with any such securities registrations, the Company shall take any and all actions necessary in connection therewith, including without limitation: (i) causing any special audits to be performed, if required and (ii) if requested by the Trustee, entering into an underwriting agreement with underwriters selected by the Trustee in customary form including providing indemnification for the underwriters and the Trustee. Any and all costs arising in connection with the filing of any securities registrations, including the fees and disbursements of counsel for the Trustee, shall be borne entirely by the Company other than underwriting discounts and commissions or commissions of broker dealers which shall be payable by the Trustee from the assets of the Trust. The Company consents that an action may be brought in equity or in law by the Trustee or by any Participant in the Plans, to compel its compliance with the provisions of this Trust, including but not limited to the foregoing sentence and the provisions of Section 2(d) above.

PAYMENTS FROM THE TRUST. (a) Prior to a Change of Control, distributions from the Trust shall be made by the Trustee to the insurance company identified in or pursuant to Section 2(e) below (the “"Insurance Company”") at the direction of the Company. (b) As insurance premiums become due with respect to the life insurance policies (each a “"Policy”") purchased pursuant to the Split Dollar Plan on the lives of the Participants, the Company shall – - (i) pay such insurance premiums directly to the Insurance Company, (ii) transfer to the Trustee within thirty (30) days prior to the premium due date funds sufficient to allow the Trustee to pay to the Insurance Company such insurance premiums, or (iii) direct the Trustee to pay directly to the Insurance Company such insurance premiums from the Fund. (1) After a Potential Change of Control and before a Change of Control, the Company shall deliver to the Trustee a schedule of insurance premiums due under the Split Dollar Plan. Such schedule shall accurately reflect the premiums due on each Participants’ Policy, in accordance with the funding schedule that is then in effect for such Participant. Subsequent to a Change of Control, the Trustee shall pay insurance premiums due in accordance with such schedule. If the Company has not transferred the required amounts at least thirty (30) days prior to each due date, the Trustee shall make such payments from the assets of the Fund. If the principal of the Trust, and any earnings thereon, are not sufficient to make payments of insurance premiums in accordance with the terms of such schedule, the Company shall make the balance of each such payment as it falls due in accordance with such Schedule. The Trustee shall notify the Company in the event that principal and earnings are not sufficient to make any premium payment. Nothing in this Trust Agreement shall relieve the Company of its liabilities to pay benefits due under the Split Dollar Plan except to the extent such liabilities are met by application of assets of the Trust. (2) After a Potential Change of Control and before a Change of Control, the Company shall deliver to the Trustee a schedule of amounts due under the Special SERP to fully fund Participant Interests under the Special SERP. If the Company has not transferred the required amounts at least thirty (30) days prior to each due date, the Trustee shall notify the Company. Nothing in this Trust Agreement shall relieve the Company of its liabilities to pay benefits due under the Special SERP except to the extent such liabilities are met by application of assets of the Trust. (3) Subsequent to a Change of Control, as soon as administratively practicable following the end of a calendar year, the Trustee, in consultation with the Plan Administrator of the Special SERP, shall determine the amount of cash the Company must contribute to the Trust to fully fund the Participant Interests under the Special SERP. The Trustee shall notify the Company of such amount, and the Company shall contribute such amount to the Trust within thirty (30) days after receipt of such notification. (4) Subsequent to a Change of Control, if the Company borrows any portion of the cash surrender value of any Policy, the Trustee shall immediately repay to the Insurance Company any amount that has been so borrowed, as certified to it by the Participant whose Policy is the subject of the loan. The Trustee may request any further reasonable evidence of such a loan. (53) Subsequent to a Change of Control, if the Trustee becomes aware that the Company withdraws any portion of the cash surrender value of any Policy, the Trustee shall consult with the Insurance Company or the broker of record, as it deems appropriate, to determine the maximum premiums which may be paid on an annual basis to restore any such withdrawal and to retain the life insurance nature of the Policy, and shall make said payments. (d) The Trustee may institute an action to collect a contribution due the Trust following a Change of Control or in the event that the Trust should ever experience a short-fall in the amount of assets necessary to make current payments pursuant to the terms of the PlansPlan. (e) The primary purposes of this Trust are to insure (i) that, following a Change of Control, (i) premiums will continue to be paid to Pacific Life Insurance Company, or such successor company as the Company may identify to the Trustee in writing, as required pursuant to the Split Dollar Plan and all split-dollar life insurance agreements with employees of the Company or its subsidiaries which have been entered into by the Company and Split Dollar Plan Participants pursuant to the Split Dollar Plan, (ii) contributions will be made to the Trust in amounts sufficient to assure that payment of benefits to participants pursuant to the Special SERP can reasonably be made, and (iiiii) that any successor to the Company, or its successor management, does not withdraw cash values from the Policies prior to the respective distribution dates of said Policies. Prior to a Change of Control, the payment of Policy insurance premiums will be made pursuant to the provisions of Section 2(b). Subsequent to a Change of Control, the Trustee shall make such payments unless the Company has previously certified to having made them, according to the provisions hereof. In order to make such payments, the Trustee may be required to sell all or a portion of any assets held in the Fund. In the event that the Fund includes Company stock, the Company hereby agrees to promptly, and in any event within sixty (60) days of a request for registration by the Trustee, take any and all actions necessary to register the Company stock held in the fund for sale and to maintain on a continuous basis any registrations required to permit said sales pursuant to applicable federal and state laws, until all Company stock has been sold. In connection with any such securities registrations, the Company shall take any and all actions necessary in connection therewith, including without limitation: (i) causing any special audits to be performed, if required and (ii) if requested by the Trustee, entering into an underwriting agreement with underwriters selected by the Trustee in customary form including providing indemnification for the underwriters and the Trustee. Any and all costs arising in connection with the filing of any securities registrations, including the fees and disbursements of counsel for the Trustee, shall be borne entirely by the Company other than underwriting discounts and commissions or commissions of broker dealers which shall be payable by the Trustee from the assets of the Trust. The Company consents that an action may be brought in equity or in law by the Trustee or by any Participant in the PlansPlan, to compel its compliance with the provisions of this Trust, including but not limited to the foregoing sentence and the provisions of Section 2(d) above.

PAYMENTS FROM THE TRUST. (a) Prior to a Change of Control, distributions from the Trust shall be made by the Trustee to the insurance company identified in or pursuant to Section 2(e) below (the “"Insurance Company”") at the direction of the Company. (b) As insurance premiums become due with respect to the life insurance policies (each a “"Policy”") purchased pursuant to the Split Dollar Plan on the lives of the Participants, the Company shall – - (i) pay such insurance premiums directly to the Insurance Company, (ii) transfer to the Trustee within thirty (30) days prior to the premium due date funds sufficient to allow the Trustee to pay to the Insurance Company such insurance premiums, or (iii) direct the Trustee to pay directly to the Insurance Company such insurance premiums from the Fund. (1) After a Potential Change of Control and before a Change of Control, the Company shall deliver to the Trustee a schedule of insurance premiums due under the Split Dollar Plan. Such schedule shall accurately reflect the premiums due on each Participants’ Policy, in accordance with the funding schedule that is then in effect for such Participant. Subsequent to a Change of Control, the Trustee shall pay insurance premiums due in accordance with such schedule. If the Company has not transferred the required amounts at least thirty (30) days prior to each due date, the Trustee shall make such payments from the assets of the Fund. If the principal of the Trust, and any earnings thereon, are not sufficient to make payments of insurance premiums in accordance with the terms of such schedule, the Company shall make the balance of each such payment as it falls due in accordance with such Schedule. The Trustee shall notify the Company in the event that principal and earnings are not sufficient to make any premium payment. Nothing in this Trust Agreement shall relieve the Company of its liabilities to pay benefits due under the Split Dollar Plan except to the extent such liabilities are met by application of assets of the Trust. (2) After a Potential Change of Control and before a Change of Control, the Company shall deliver to the Trustee a schedule of amounts due under the Special SERP to fully fund Participant Interests under the Special SERP. If the Company has not transferred the required amounts at least thirty (30) days prior to each due date, the Trustee shall notify the Company. Nothing in this Trust Agreement shall relieve the Company of its liabilities to pay benefits due under the Special SERP except to the extent such liabilities are met by application of assets of the Trust. (3) Subsequent to a Change of Control, as soon as administratively practicable following the end of a calendar year, the Trustee, in consultation with the Plan Administrator of the Special SERP, shall determine the amount of cash the Company must contribute to the Trust to fully fund the Participant Interests under the Special SERP. The Trustee shall notify the Company of such amount, and the Company shall contribute such amount to the Trust within thirty (30) days after receipt of such notification. (4) Subsequent to a Change of Control, if the Company borrows any portion of the cash surrender value of any Policy, the Trustee shall immediately repay to the Insurance Company any amount that has been so borrowed, as certified to it by the Participant whose Policy is the subject of the loan. The Trustee may request any further reasonable evidence of such a loan. (53) Subsequent to a Change of Control, if the Trustee becomes aware that the Company withdraws any portion of the cash surrender value of any Policy, the Trustee shall consult with the Insurance Company or the broker of record, as it deems appropriate, to determine the maximum premiums which may be paid on an annual basis to restore any such withdrawal and to retain the life insurance nature of the Policy, and shall make said payments. (d) The Trustee may institute an action to collect a contribution due the Trust following a Change of Control or in the event that the Trust should ever experience a short-fall in the amount of assets necessary to make current payments pursuant to the terms of the PlansPlan. (e) The primary purposes of this Trust are to insure (i) that, following a Change of Control, (i) premiums will continue to be paid to Pacific Life Insurance Company, or such successor company as the Company may identify to the Trustee in writing, as required pursuant to the Split Dollar Plan and all split-split- dollar life insurance agreements with employees of the Company or its subsidiaries which have been entered into by the Company and Split Dollar Plan Participants pursuant to the Split Dollar Plan, (ii) contributions will be made to the Trust in amounts sufficient to assure that payment of benefits to participants pursuant to the Special SERP can reasonably be made, and (iiiii) that any successor to the Company, or its successor management, does not withdraw cash values from the Policies prior to the respective distribution dates of said Policies. Prior to a Change of Control, the payment of Policy insurance premiums will be made pursuant to the provisions of Section 2(b). Subsequent to a Change of Control, the Trustee shall make such payments unless the Company has previously certified to having made them, according to the provisions hereof. In order to make such payments, the Trustee may be required to sell all or a portion of any assets held in the Fund. In the event that the Fund includes Company stock, the Company hereby agrees to promptly, and in any event within sixty (60) days of a request for registration by the Trustee, take any and all actions necessary to register the Company stock held in the fund for sale and to maintain on a continuous basis any registrations required to permit said sales pursuant to applicable federal and state laws, until all Company stock has been sold. In connection with any such securities registrations, the Company shall take any and all actions necessary in connection therewith, including without limitation: (i) causing any special audits to be performed, if required and (ii) if requested by the Trustee, entering into an underwriting agreement with underwriters selected by the Trustee in customary form including providing indemnification for the underwriters and the Trustee. Any and all costs arising in connection with the filing of any securities registrations, including the fees and disbursements of counsel for the Trustee, shall be borne entirely by the Company other than underwriting discounts and commissions or commissions of broker dealers which shall be payable by the Trustee from the assets of the Trust. The Company consents that an action may be brought in equity or in law by the Trustee or by any Participant in the PlansPlan, to compel its compliance with the provisions of this Trust, including but not limited to the foregoing sentence and the provisions of Section 2(d) above.