Common use of Payments to Participants Clause in Contracts

Payments to Participants. (a) The Company shall be solely responsible for keeping, and providing to the Recordkeeper, accurate books and records with respect to the employees of the Company, their compensation and their beneficiaries' rights and interests in the Trust pursuant to the Plan. As soon as practicable after the establishment of this Trust and the addition of any nonqualified deferred compensation plan to Appendix A, or the amendment of any Plan, the Company shall provide the Recordkeeper with certified copies of such Plans and/or amendments, and all related documents. The Trustee shall not be required to maintain any separate records or accounts with respect to any Participant, and any records or accounts required to be maintained pursuant to the terms of any Plan shall be the responsibility of the Company or Recordkeeper. (b) As soon as practicable after the establishment of this Trust, the Company shall deliver a Payment Schedule to the Trustee. The Company shall regularly revise or update the Payment Schedule, as required. Except as otherwise provided in Section 3, upon receipt from the Company of such Payment Schedule, which shall include the amount of Federal, state and local tax required to be withheld, the Trustee shall make payments at the times and in the manner and form specified in such Payment Schedule to Participants and to the Company with respect to any taxes withheld from such payments in accordance with the Company's instructions, all to the extent funds are available in the Trust with respect to the applicable Plan. The Trustee shall not make any payments to Participants from the Trust other than as required by the Payment Schedule. (c) The Company may make payment of benefits directly to Participants as they become due under the terms of the Plan. In such event, the Company shall also provide for the reporting and withholding of any Federal, state or local taxes that may be required to be withheld with respect to such benefit payments. The Company shall notify the Trustee of its decision to pay such benefits directly prior to the time amounts are payable to Participants, and any such notice received by the Trustee shall constitute an amendment of the affected Payment Schedule. (d) If the principal of the Trust, and any earnings thereon, allocated to a Plan are not sufficient to make payments of all benefits then payable as of a payment date in accordance with the Payment Schedule, the Trustee shall notify the Company of the deficiency and the Company shall determine the specific amounts to be paid to each payee and provide such to the Trustee in writing. (e) The Company shall have sole responsibility for the payment of all withholding taxes to, and the filing of all required tax returns with, the appropriate taxing authority and shall furnish each Participant with the appropriate tax information form evidencing such payment and the amount thereof. The Company shall provide the Trustee with a schedule of all benefits that have been paid by the Company directly to Participants and a schedule of all tax withholding payments made by it to the taxing authorities within fifteen (15) days after the end of the month in which such payments have been made. (f) The entitlement of a Participant to benefits under the Plan shall be determined by the Company and any claim for such benefits shall be considered and reviewed by the Company or its designee under the procedures set forth in the applicable Plan. The Trustee shall have no responsibility with regard to administration of the Plan. Without limiting the generality of the foregoing, the Trustee shall have no responsibility should the Trust, or any Plan's interest in the Trust, have insufficient assets from which to make any distribution called for under any Payment Schedule or Plan, the Trustee shall have no responsibility to interpret the provisions of the Plan, and the Trustee shall have no responsibility for determining whether any Participant has become entitled to any distribution under any Plan, or the amount thereof, and the Trustee shall be entitled to rely solely upon the accuracy, timeliness and completeness of the latest Payment Schedule delivered to it by the Company. (g) The Trustee shall notify the Company periodically of any returned or undeliverable payments to Participants. Any payments remaining unclaimed for [six (6)] months after such notice has been given to the Company shall be returned to Trust and allocated to the account of the Plan originally debited.

Payments to Participants. (a) The Company shall be solely responsible for keeping, and providing to the Recordkeeper, accurate books and records with respect to the employees of the Company, their compensation and their and their beneficiaries' rights and interests in the Trust pursuant to the PlanPlan(s). As soon as practicable after the establishment of this Trust and the addition of any nonqualified deferred compensation plan to Appendix A, or the amendment of any Plan, the Company shall provide the Recordkeeper with certified copies of such Plans and/or amendments, and all related documents. The Trustee shall not be required to maintain any separate records or accounts with respect to any Participant, and any records or accounts required to be maintained pursuant to the terms of any Plan shall be the responsibility of the Company or Recordkeeper. (b) As soon as practicable after the establishment of this Trust, the Company shall deliver a Payment Schedule to the Trustee. The Company shall regularly revise or update the Payment Schedule, as required. Except as otherwise provided in Section 3, upon receipt from the Company of such Payment Schedule, which shall include the amount of Federal, state and local tax required to be withheld, the Trustee shall make payments at the times and in the manner and form specified in such Payment Schedule to Participants and to the Company with respect to any taxes withheld from such payments in accordance with the Company's instructions, all to the extent funds are available in the Trust with respect to the applicable PlanPlan(s). The Trustee shall not make any payments to Participants from the Trust other than as required by the Payment Schedule. (c) The Company may make payment of benefits directly to Participants as they become due under the terms of the PlanPlan(s). In such event, the Company shall also provide for the reporting and withholding of any Federal, state or local taxes that may be required to be withheld with respect to such benefit payments. The Company shall notify the Trustee of its decision to pay such benefits directly prior to the time amounts are payable to Participants, and any such notice received by the Trustee shall constitute an amendment of the affected Payment Schedule. (d) If the principal of the Trust, and any earnings thereon, allocated to a Plan are not sufficient to make payments of all benefits then payable as of a payment date in accordance with the Payment Schedule, the Trustee shall allocate the available assets pro rata among the payees and shall notify the Company of the deficiency and the such insufficiency. The Company shall determine make the specific amounts balance of each such payment to be paid to each payee and provide such to affected Participants in accordance with the Trustee in writingPayment Schedule. (e) The Company shall have sole responsibility for the payment of all withholding taxes to, and the filing of all required tax returns with, the appropriate taxing authority and shall furnish each Participant with the appropriate tax information form evidencing such payment and the amount thereof. The Company shall provide the Trustee with a schedule of all benefits that have been paid by the Company directly to Participants and a schedule of all tax withholding payments made by it to the taxing authorities within fifteen (15) days after the end of the month in which such payments have been made. (f) The entitlement of a Participant to benefits under the Plan Plan(s) shall be determined by the Company and any claim for such benefits shall be considered and reviewed by the Company or its designee under the procedures set forth in the applicable Plan. The Trustee shall have no responsibility with regard to administration of the PlanPlan(s). Without limiting the generality of the foregoing, the Trustee shall have no responsibility should the Trust, or any Plan's interest in the Trust, have insufficient assets from which to make any distribution called for under any Payment Schedule or Plan, the Trustee shall have no responsibility to interpret the provisions of the PlanPlan(s), and the Trustee shall have no responsibility for determining whether any Participant has become entitled to any distribution under any Plan, or the amount thereof, and the Trustee shall be entitled to rely solely upon the accuracy, timeliness and completeness of the latest Payment Schedule delivered to it by the Company. (g) The Trustee shall notify the Company periodically of any returned or undeliverable payments to Participants. Any payments remaining unclaimed for [six (6)] months after such notice has been given to the Company shall be returned to Trust and allocated to the account of the Plan Plan(s) originally debited. (h) Anything in this Trust Agreement to the contrary notwithstanding, payments by the Trustee to Participants under a Plan shall be allocated to that Plan's Equitable Share. Unless and until all of the liabilities of a Plan to its Participants have been satisfied, the Equitable Share of one Plan shall not be used to satisfy the liabilities under any other Plan.

Payments to Participants. (a) The Company shall be solely responsible for keeping, keeping and providing to the Recordkeeper, accurate books and records with respect to the employees of the Company, their compensation and their beneficiaries' rights and interests in the Trust pursuant to the PlanPlan(s). As soon as practicable after the establishment of this Trust and the addition of any nonqualified deferred compensation plan to Appendix A, or the amendment of any Plan, the Company shall provide the Recordkeeper with certified copies of such Plans and/or amendments, and all related documents. The Trustee shall not be required to maintain any separate records or accounts with respect to any Participant, and any records or accounts required to be maintained pursuant to the terms of any Plan shall be the responsibility of the Company or Recordkeeper. (b) As soon as practicable after the establishment of this Trust, the Company shall deliver a Payment Schedule to the Trustee. The Company shall regularly revise or update the Payment Schedule, as required. Except as otherwise provided in Section 3, upon receipt from the Company of such Payment Schedule, which shall include the amount of Federal, state and local tax required to be withheld, the Trustee shall make payments at the times and in the manner and form specified in such Payment Schedule to Participants and to the Company with respect to any taxes withheld from such payments in accordance with the Company's instructions, all to the extent funds are available in the Trust with respect to the applicable PlanPlan(s). The Trustee shall not make any payments to Participants from the Trust other than as required by the Payment Schedule. (c) The Company may make payment of benefits directly to Participants as they become due under the terms of the PlanPlan(s). In such event, the Company shall also provide for the reporting and withholding of any Federal, state or local taxes that may be required to be withheld with respect to such benefit payments. The Company shall notify the Trustee of its decision to pay such benefits directly prior to the time amounts are payable to Participants, and any such notice received by the Trustee shall constitute an amendment of the affected Payment Schedule. (d) If the principal of the Trust, and any earnings thereon, allocated to a Plan are not sufficient to make payments of all benefits then payable as of a payment date in accordance with the Payment Schedule, the Trustee shall allocate the available assets pro rata among the payees and shall notify the Company of the deficiency and the such insufficiency. The Company shall determine make the specific amounts balance of each such payment to be paid to each payee and provide such to affected Participants in accordance with the Trustee in writingPayment Schedule. (e) The Company shall have sole responsibility for the payment of all withholding taxes to, and the filing of all required tax returns with, the appropriate taxing authority and shall furnish each Participant with the appropriate tax information form evidencing such payment and the amount thereof. The Company shall provide the Trustee with a schedule of all benefits that have been paid by the Company directly to Participants and a schedule of all tax withholding payments made by it to the taxing authorities within fifteen (15) days after the end of the month in which such payments have been made. (f) The entitlement of a Participant to benefits under the Plan Plan(s) shall be determined by the Company and any claim for such benefits shall be considered and reviewed by the Company or its designee under the procedures set forth in the applicable Plan. The Trustee shall have no responsibility with regard to administration of the PlanPlan(s). Without limiting the generality of the foregoing, the Trustee shall have no responsibility should the Trust, or any Plan's interest in the Trust, have insufficient assets from which to make any distribution called for under any Payment Schedule or Plan, the Trustee shall have no responsibility to interpret the provisions of the PlanPlan(s), and the Trustee shall have no responsibility for determining whether any Participant has become entitled to any distribution under any Plan, or the amount thereof, and the Trustee shall be entitled to rely solely upon the accuracy, timeliness and completeness of the latest Payment Schedule delivered to it by the Company. (g) The Trustee shall notify the Company periodically of any returned or undeliverable payments to Participants. Any payments remaining unclaimed for [six (6)] for___________( ) months after such notice has been given to the Company shall be returned to Trust and an allocated to the account of the Plan Plan(s) originally debited. (h) Anything in this Trust Agreement to the contrary notwithstanding, payments by the Trustee to Participants under a Plan shall be allocated to that Plan's Equitable Share. Unless and until all of the liabilities of a Plan to its Participants have been satisfied, the Equitable Share of one Plan shall not be used to satisfy the liabilities under any other Plan.

Payments to Participants. (a) The Company shall deliver, or cause to be solely responsible delivered, to Trustee from time to time schedules (the "Payment Schedules") that indicate the amounts payable in accordance with the terms of the Plan to each Participant, that provide a formula or other instructions acceptable to Trustee for keepingdetermining the amounts so payable, the form in which such amount is to be paid (as provided for or available under such Plan), and providing the time of commencement and termination of payment of such amounts. The Company may from time to time amend the Payment Schedules then in effect or substitute new Payment Schedules in accordance with the Participants’ elections under the Plan. Prior to a Change in Control, Trustee shall make such payments to Participants in accordance with the Payment Schedules as may be directed by the Company and to the Recordkeeperextent assets are available. Prior to a Change in Control, accurate books the Company shall have the right to add additional plans to this Trust, to add additional Participants to the Plan and records to provide for the participation of additional employers (hereinafter “Participating Employers”) in the Trust. Upon a Change in Control, the Company shall not have the right to add additional plans to the Trust, to add additional Participants to the Plan or to provide for the participation of additional Participating Employers in the Trust, except with the prior written consent of the CIC GPAC. The Trustee shall, in accordance with the written instructions of the Company withhold and report any federal, state or local taxes that may be required to be withheld and reported with respect to the employees payment of the Company, their compensation and their beneficiaries' rights and interests in the Trust pursuant to the Plan. As soon as practicable after the establishment of this Trust and the addition of any nonqualified deferred compensation plan to Appendix A, or the amendment of any Plan, the Company shall provide the Recordkeeper with certified copies of such Plans and/or amendments, and all related documents. The Trustee shall not be required to maintain any separate records or accounts with respect to any Participant, and any records or accounts required to be maintained benefits pursuant to the terms of any the Plan and shall pay amounts withheld to the appropriate taxing authorities. In addition, the Trustee shall be authorized to pay any federal, state or local taxes to any governmental body that presents a tax deficiency notice to the responsibility Trustee with respect to the income or assets of the Trust. The Company shall deliver to the Trustee each year a schedule which specifies the amount of taxes to be withheld, if any, with respect to benefit payments to be made hereunder. The Trustee shall be entitled to rely without further inquiry on the written instructions of the Company or Recordkeeperas to all tax reporting and withholding requirements. (b) As soon as practicable after the establishment of this TrustPrior to a Change in Control, the Company entitlement of a Participant to benefits under the Plan shall deliver a Payment Schedule to the Trustee. The Company shall regularly revise or update the Payment Schedule, as required. Except as otherwise provided in Section 3, upon receipt from the Company of such Payment Schedule, which shall include the amount of Federal, state and local tax required to be withheld, the Trustee shall make payments at the times and in the manner and form specified in such Payment Schedule to Participants and to the Company with respect to any taxes withheld from such payments determined in accordance with the terms of the Plan by the Company's instructions, all to the extent funds are available Plan Administrator or such other party (other than the Trustee) as the Company shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Trust with respect to the applicable Plan. The Trustee shall not make any payments to Participants from the Trust other than as required by the Payment Schedule. (c) The Company may make payment of benefits directly to Participants as they become due under in accordance with the terms of the Plan. In Payment Schedules, and if such eventpayments occur prior to a Change in Control, the Trustee shall upon written request by the Company shall also provide and evidence satisfactory to the Trustee that such payments have been made, reimburse the Company from the Trust to the extent assets are available for the reporting and withholding amount of any Federal, state or local taxes that may be required to be withheld with respect to such benefit payments. The Company shall notify the Trustee of its decision to pay such make payment of benefits directly directly, prior to the time amounts are payable to Participants. In addition, and any such notice received by the Trustee shall constitute an amendment of the affected Payment Schedule. (d) If if the principal of the Trust, Trust and any earnings thereon, allocated to a Plan are not sufficient to make payments of all benefits then payable as of a payment date in accordance with the Payment Scheduleterms of the Plan, the Company shall make the balance of each such payment as it falls due. Trustee shall notify the Company of the deficiency if and the Company shall determine the specific amounts when such principal and earnings are not sufficient to be paid to each payee and provide such to the Trustee in writing. (e) The Company shall have sole responsibility for the payment of all withholding taxes to, and the filing of all required tax returns with, the appropriate taxing authority and shall furnish each Participant with the appropriate tax information form evidencing such payment and the amount thereof. The Company shall provide the Trustee with a schedule of all benefits that have been paid by the Company directly to Participants and a schedule of all tax withholding payments made by it to the taxing authorities within fifteen (15) days after the end of the month in which such payments have been made. (f) The entitlement of a Participant to benefits discharge obligations currently due under the Plan shall be determined by the Company Payment Schedules and any claim for such benefits shall be considered and reviewed by the Company or its designee under the procedures set forth in the applicable Plan. The Trustee shall have no responsibility with regard further obligation hereunder to administration of the Plan. Without limiting the generality of the foregoing, the Trustee shall have no responsibility should the Trust, or any Plan's interest anyone interested in the Trust, have insufficient assets from except as provided in Sections I(g) or (h) in the event of a Change in Control, in which case Trustee shall enforce on behalf of Participants the Company's obligation to make any distribution called for under any Payment Schedule or Plan, the Trustee shall have no responsibility to interpret the provisions of the Plancontributions as provided in Section 1(g) and I(h), and the Trustee shall have no responsibility for determining whether any Participant has become entitled to any distribution under any Plan, or the amount thereof, and the Trustee shall be entitled to rely solely upon the accuracy, timeliness and completeness of the latest Payment Schedule delivered to it by the Companyexcept as provided in II(d) below. (g) The Trustee shall notify the Company periodically of any returned or undeliverable payments to Participants. Any payments remaining unclaimed for [six (6)] months after such notice has been given to the Company shall be returned to Trust and allocated to the account of the Plan originally debited.