Rabbi Trusts. (a) Prior to the Effective Time, the Corporation shall create a trust (the "Arbitron Benefit Protection Trust") that is substantially similar to the Ceridian Corporation Benefit Protection Trust. The Arbitron Benefit Protection Trust shall (i) be a grantor trust of which the Corporation and, if applicable, its Subsidiaries, are treated as grantors, within the meaning of subpart B, part I, subchapter J, chapter I, subtitle A of the Code, (ii) be an unfunded arrangement that does not affect the status of the Arbitron Benefit Equalization Plan, the Arbitron Deferred Compensation Plan or any other plan for which the Arbitron Benefit Protection Trust provides a source of funds for paying benefits as an unfunded plan for purposes of the Code and ERISA and (iii) constitute a successor trust that satisfies the conditions specified in Section 2.7 of the Ceridian Corporation Benefit Protection Trust Agreement such that the transfer of assets from the Ceridian Corporation Benefit Protection Trust to the Arbitron Benefit Protection Trust contemplated by Section 6.4 and Section 6.7 may be effected.
(b) Not later than the Effective Time, the Corporation shall, by assignment or otherwise cause the assets and control of the following trusts to be assigned to New Ceridian:
(i) Ceridian Corporation Benefit Protection Trust; (ii) Ceridian Corporation Executive Benefit Protection Trust Number One; (iii) Ceridian Corporation Executive Benefit Protection Trust Number Two; and (iv) any other trust established in conjuction with any nonqualified Pension Plan the assets of which are treated for federal income tax purposes as assets of the Corporation; provided that the Corporation shall retain the assets and control of the Arbitron Benefit Protection Trust.
Rabbi Trusts. Effective as of the Effective Time, UpstreamCo shall, or shall cause another member of the UpstreamCo Group to, adopt the UpstreamCo Rabbi Trust, the terms of which shall be substantially similar to those of the trust governed by the Amendment and Restatement of Trust Agreement made as of September 24, 2007 by and between Parent and Mellon Bank, N.A. and to which Xxxxx Fargo Bank N.A. became successor Trustee as of May 1, 2010 (the “Parent Rabbi Trust”). In connection with (a) the establishment by UpstreamCo of the UpstreamCo Nonqualified Plans and the assumption by UpstreamCo and the UpstreamCo Nonqualified Plans of the Liabilities under the Parent Divided Nonqualified Plans in respect of the UpstreamCo Group Employees and Former UpstreamCo Group Employees and (b) the retention or assumption by UpstreamCo of the Liabilities under the UpstreamCo Retained Nonqualified Plans, on or as soon as reasonably practicable following the Effective Time, Parent shall, or shall cause the Parent Rabbi Trust to, transfer in kind to the UpstreamCo Rabbi Trust a percentage of the assets held by the Parent Rabbi Trust (if any) equal to the percentage represented by a fraction, the numerator of which is the aggregate value of the account balances and accrued benefits of UpstreamCo Group Employees and Former UpstreamCo Group Employees under all nonqualified deferred compensation plans covered by the Parent Rabbi Trust as of immediately prior to the Effective Time and the denominator of which is the aggregate value of all account balances and accrued benefits of all Employees and Former Employees under such plans as of immediately prior to the Effective Time. From and after the Operational Separation Date, (i) the trust governed by the Xxxxxxxx Metals Company Grantor Trust Agreement made as of May 7, 1999 by and between Xxxxxxxx Metals Company and Wachovia Bank, N.A. shall be retained by the UpstreamCo Group and (ii) that certain grantor trust sponsored by Alumax Inc. (or a Subsidiary thereof) and relating to certain deferred compensation obligations shall be retained by the Parent Group.
Rabbi Trusts. Effective as of the Distribution Date, or such other date as REI and Resources may mutually agree, Resources may establish a Rabbi Trust, which shall be substantially similar to the Reliant Energy, Incorporated Executive Deferred Compensation Trust. Effective as of the Distribution Date, REI shall continue to sponsor and shall assume all assets and Liabilities relating to the NorAm Rabbi Trusts.
Rabbi Trusts. The obligations under this Agreement (i) shall accelerate, (ii) shall be entirely funded upon a Change of Control, as defined in the Consulting Agreements Rabbi Trust (the "Rabbi Trust"), through the Rabbi Trust and as prescribed in Rev. Proc. 92-64, and (iii) shall be paid within thirty (30) days of the effective date of the Change of Control. No other provisions shall be made with respect to segregating assets of the Company for payment of any distributions under this Agreement except as may be required by the Rabbi Trust. The right of Hayden or his designated beneficiary to receive a distribution under this Agreement shall be an unsecured claim against the general assets of Midland, and neither Hayden nor a designated beneficiary shall have any rights in or against any specific assets of Midland. All amounts to be paid to fulfill the obligations under this Agreement shall constitute general assets of Midland and may be disposed of by Midland at such time and for such purposes as it may deem appropriate.
Rabbi Trusts. (a) Establishment of Mirror Rabbi Trusts. Effective as of May 1, 2001, Technologies shall establish or cause to be established the Technologies Rabbi Trusts as grantor trusts subject to Sections 671 et seq. of the Code, which shall be substantially identical in all material features to the Parent Rabbi Trusts funding the Parent Salaried Employees' Equivalent Retirement Plan and the Parent Executive Severance Plan. Effective as of May 1, 2001, Technologies shall assume the Moorco International, Inc. Executive Retirement Trust. Effective no later than Immediately after the Distribution Date, Technologies shall establish, or cause to be established, a Technologies Rabbi Trust as a grantor trust subject to Sections 671 et seq. of the Code, which shall be substantially identical in all Material Features to the Parent Rabbi Trust funding the Parent Non-Qualified Savings and Investment Plan.
Rabbi Trusts. Subject to the next sentence, LMU shall transfer to LFC any and all record and beneficial ownership it has in the assets held by Bankers Trust of the Southwest as rabbi trust arising from the Management Security Plan and the Excess Benefits Plan (the "Rabbi Trusts"). At LFC's written request, LMU shall assist LFC in the litigation, by attempting to intervene or otherwise. LFC shall reimburse promptly LMU for all expenses, after receipt of standard documentation relating thereto, including professional fees, that LFC requests LMU to incur by requesting LMU's assistance. If any request for reimbursement is not paid by LFC within ten days after LMU has delivered its requests therefor with standard documentation, LMU shall not be required to continue rendering any assistance under this section without payment in
Rabbi Trusts. In connection with the Nord Resources Corporation Trust Agreement for Key Executives as Restated July 7, 1995 ("Trust Agreement") and as Amended on December 1, 1995 ("Amended Trust Agreement") and any other retirement plans and the "Rabbi Trusts" established thereunder for the benefit of Cruft, Lang, Richard Steinberger and his wife, the parties hereto agree that this Xxxxxxxxxx Xxxxxxxnt shall in no way change the obligations of Nord under the Trust Agreement or the Amended Trust Agreement or any other retirement plans and the "Rabbi Trusts," nor shall it cause the acceleration of any funding requirements as a result of the change in management described in paragraph 16 above, as well as any other Nord obligations pertaining to the retirement benefits for Cruft, Lang Richard Steinberger and his wife, each of whom expressly waive any sxxx xxxxxxxxxxx xx requirements as evidenced by their execution of a waiver in the form attached hereto as Exhibit "A."
Rabbi Trusts. The Company has established a rabbi trust ("Rabbi Trust") pursuant to that certain Rayovac Corporation Irrevocable Trust Under Supplemental Retirement and Survivor Income Plan, dated September 12, 1996, as an unfunded plan maintained for the purpose of providing benefits to the participants in the Rayovac Corporation Supplemental Retirement and Survivor Income Plan (the "SRSIP"). Pursuant to the Rabbi Trust, the Company shall contribute to the Rabbi Trust the life insurance policies listed on Schedule 2.2(p)(iv) hereto ("Policies"). The Company shall, thereafter, pay the remaining premiums with respect to the Policies, also set forth on Schedule 2.2(p)(iv) hereto as they come due. The Company shall make no further contributions to the Rabbi Trust.
Rabbi Trusts. (a) Notwithstanding Section 1, a Player Contract may provide for an annuity to be purchased by the Team that will pay the Player (or his designees) an amount of Deferred Compensation in excess of 30% of Compensation, provided that:
(i) The Team and the Player agree with respect to the form and terms of the annuity instrument and the institution from which it is purchased;
(ii) Ownership of the annuity and all related aspects are structured in a manner that qualifies the arrangement as a tax deferred (“rabbi”) trust, in the opinion of the NBA’s tax advisor; and
(iii) The total cost of the annuity and the schedule of payment of such costs are specified in the Player Contract.
(b) Notwithstanding anything to the contrary contained in Section 3(a) above:
(i) If the institution obligated to make payment under the annuity fails to do so for any reason (other than non-compliance by the Team with the provisions of the annuity contract), the Team shall thereupon become obligated to pay to the Player as Deferred Compensation an amount, if any, equal to the unpaid portion of the purchase price of the annuity for which the Team remains obligated; and
(ii) If the creditors of the Team and not the Player receive payments under the annuity, the Team shall thereupon become obligated to pay to the Player as Deferred Compensation an amount equal to the full purchase price of the annuity.
Rabbi Trusts. This Agreement requires the establishment by the Company of the Section 162(m) Rabbi Trust. In addition, this Agreement requires the Company to establish the SERP Rabbi Trust, if Executive makes the Election (collectively, the “Rabbi Trusts”). The trustee of the Section 162(m) Rabbi Trust shall invest any cash deposited in such trust pursuant to Section 5(c) in accordance with the terms of the trust. If Executive makes the Election, the cash in the amount of Executive’s SERP Benefit that is deposited in the SERP Rabbi Trust as a result of such Election shall be invested in its entirety by the trustee in Company Stock as soon as reasonably practicable and in compliance with applicable laws. It is understood and agreed by the parties that (i) the Rabbi Trusts shall remain subject to the claims of the Company’s general creditors; (ii) any income tax payable with respect to the Rabbi Trusts shall be the sole obligation and responsibility of the Company (and shall not reduce the assets in the Rabbi Trusts so long as the Rabbi Trusts remain “grantor trusts” for federal income tax purposes); and (iii) the establishment of the Rabbi Trusts shall not relieve the Company of its liability to pay amounts due under this Agreement. The Rabbi Trusts shall, however, relieve the Company of its liability to pay amounts due under this Agreement to the extent that payments are made in accordance with the terms of this Agreement and the Rabbi Trusts. Payments to Executive from the Rabbi Trusts shall be made in cash or, if Executive makes the Election, payments to Executive from the SERP Rabbi Trust shall be made in Company Stock.
