Retirement Compensation. (i) If Executive's employment is terminated for any reason except Cause as defined in Section 5(d) above, the Company shall pay to Executive (or in the event of Executive's death after such termination, to such person as Executive has designated in a notice filed with the Company, or if no such person shall have been designated, to his estate), a lump sum amount equal to the amount by which (A) the product of (1) one-half multiplied by Executive's average annual salary for the three (3) year period preceding the Termination Date times (2) the number of years (including any partial year) since May 1, 1993 (the "Retirement Compensation") exceeds (B) the sum of any amounts previously distributed to Executive pursuant to Sections 5(g)(ii), 5(g)(iii) and 5(g)(iv). The lump sum amount to be paid shall not be present-valued or otherwise reduced by use of any other discount or discounting method. The payment will be made to Executive within five (5) business days of the Termination Date. (ii) Within five (5) business days after the date on which the BE Aerospace, Inc. Executive Compensation Trust II dated April 21, 1999, as amended is terminated (the "Distribution Date"), the Company will distribute in a lump sum the amount of Retirement Compensation that would have been payable to Executive under Section 5(g)(i) as of the Distribution Date. (iii) Within ninety (90) business days of the Distribution Date, the Company shall establish a trust for the duration of the Employment Term, and, commencing on the Distribution Date and on a quarterly basis, thereafter, each a "Contribution Date" the Company shall contribute to the trust (the "Retirement Trust") for the benefit of Executive an amount equal to (A) the Retirement Compensation that would be payable to Executive under Section 5(g)(ii) if the Contribution Date was his Termination Date minus (B) the assets in the Retirement Trust as of the Contribution Date. The Retirement Trust to which the Company shall make these contributions shall be irrevocable. The Retirement Trust shall provide that Executive may withdraw from the Retirement Trust, within the thirty (30)-day period beginning on the date on which he receives notice from the Company that the Company has made a contribution pursuant to this Section 5(g)(iii) an amount up to but not to exceed the amount of that contribution. If and to the extent that Executive fails to exercise this withdrawal right within the thirty (30) -day periods, such withdrawal right shall lapse. The Retirement Trust also shall contain such other provisions as the Company and Executive reasonably agree are necessary in order for the Retirement Trust to qualify as a grantor trust under Section 671 of the Internal Revenue Code of 1986, as amended (the "Code") with Executive as the grantor. The trust agreement for the Retirement Trust shall provide that any assets remaining in the Retirement Trust, after payment of all the retirement compensation payable pursuant to this Section 5g(iii), shall be payable to Executive, and that prior to payment of such retirement compensation, the assets of the Retirement Trust shall be exempt from the claims of the Company's creditors. (iv) As of the last day of each calendar quarter ending on or after the Distribution Date, during the Employment Term, the trustee of the Retirement Trust shall be required to distribute to Executive 25% of the amount of the Assumed Taxes that the Company reasonably estimates will be payable by Executive for the calendar year for which the distribution is being made and as a result of his beneficial interest in the Retirement Trust. For this purpose, the term "Assumed Taxes" shall mean the Federal, State and local income and employment taxes that would be payable by Executive for the year in question, assuming that the amount taxable would be subject to the highest Federal and applicable State and local income and employment tax rates.
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Retirement Compensation. (i) If Executive's ’s employment is terminated for any reason except Cause as defined in Section 5(d) aboveother than Cause, the Company shall pay to Executive (or in the event of Executive's death after such termination, to such person as Executive has designated in a notice filed with the Company, or if no such person shall have been designated, to his estate), a lump lump-sum amount equal to the amount by which (A) the product of (1) one-half (1/2) multiplied by Executive's ’s average annual salary for the three (3) year 3)-year period preceding the Termination Date times (2) the number of years (including any partial year) since May 1, 1993 (the "“Retirement Compensation"”) exceeds (B) the sum of any amounts previously distributed to Executive pursuant to Sections 5(g)(ii), 5(g)(iii) and 5(g)(iv). The lump lump-sum amount to be paid shall not be present-valued or otherwise reduced by use of any other discount or discounting method. The payment will be made to Executive within five (5) business days of following the Termination Date.
(ii) Within five (5) business days after the date on which the BE Aerospace, Inc. Executive Compensation Trust II dated April 21, 1999, as amended amended, is terminated (the "“Distribution Date"”), the Company will distribute in a lump lump-sum the amount of Retirement Compensation that would have been payable to Executive under Section 5(g)(i) as of the Distribution Date.
(iii) Within ninety (90) business days of following the Distribution Date, the Company shall establish a trust for the duration of the Employment Term, and, commencing on the Distribution Date and on a quarterly basis, thereafter, thereafter (each a "“Contribution Date" ”) the Company shall contribute to the trust (the "“Retirement Trust"”) for the benefit of Executive an amount equal to (A) the Retirement Compensation that would be payable to Executive under Section 5(g)(ii5(g)(i) if the Contribution Date was his Termination Date minus (B) the assets in total of all contributions made to the Retirement Trust by the Company as of the such Contribution Date. The Retirement Trust to which the Company shall make these contributions shall be irrevocable. The Retirement Trust shall provide that Executive may withdraw from the Retirement Trust, within the thirty (30)-day period beginning on the date on which he receives notice from the Company that the Company has made a contribution pursuant to this Section 5(g)(iii) ), an amount up to but not to exceed the amount of that contribution. If and to the extent that Executive fails to exercise this withdrawal right within the thirty (30) -day periods30)-day period, such withdrawal right shall lapse. The Retirement Trust also shall contain such other provisions as the Company and Executive reasonably agree are necessary in order for the Retirement Trust to qualify as a grantor trust under Section 671 of the Internal Revenue Code of 1986, as amended (the "Code") with Executive as the grantor. The trust agreement for the Retirement Trust shall provide that any assets remaining in the Retirement Trust, after payment of all the retirement compensation payable pursuant to this Section 5g(iii5(g)(iii), shall be payable to Executive, and that prior to payment of such retirement compensation, the assets of the Retirement Trust shall be exempt from the claims of the Company's ’s creditors.
(iv) Executive shall be responsible for all applicable Federal, State and local income and employment taxes due with respect to each contribution made by the Company under Section 5(g)(ii). As of the last day of each calendar quarter ending on or after the Distribution Date, during the Employment Term, the trustee of the Retirement Trust shall be required to distribute to Executive 25% of the amount of the Assumed Taxes that the Company reasonably estimates will be payable by Executive for the calendar year for which the distribution is being made and as a result of his beneficial interest in the Retirement Trust. For this purpose, the term "“Assumed Taxes" ” shall mean the Federalfederal, State state and local income and employment taxes that would be payable by Executive for the year in question, assuming that the amount taxable would be subject to the highest Federal federal and applicable State state and local income and employment tax rates.
Appears in 1 contract
Retirement Compensation. (i) If Executive's employment is terminated for any reason except Cause as defined in Section 5(d) aboveother than Cause, the Company shall pay to Executive (or in the event of Executive's death after such termination, to such person as Executive has designated in a notice filed with the Company, or if no such person shall have been designated, to his estate), a lump sum amount equal to the amount by which (A) the product of (1) one-half multiplied by Executive's average annual salary for the three (3) year period preceding the Termination Date times (2) the number of years (including any partial year) since May 1, 1993 (the "Retirement Compensation") exceeds (B) the sum of any amounts previously distributed to Executive pursuant to Sections 5(g)(ii), 5(g)(iii) and 5(g)(iv). The lump sum amount to be paid shall not be present-valued or otherwise reduced by use of any other discount or discounting method. The payment will be made to Executive within five (5) business days of following the Termination Date.
(ii) Within five (5) business days after the date on which the BE Aerospace, Inc. Executive Compensation Trust II dated April 21, 1999, as amended amended, is terminated (the "Distribution Date"), the Company will distribute in a lump sum the amount of Retirement Compensation that would have been payable to Executive under Section 5(g)(i) as of the Distribution Date.
(iii) Within ninety (90) business days of the Distribution Date, the Company shall establish a trust for the duration of the Employment Term, and, commencing on the Distribution Date and on a quarterly basis, thereafter, thereafter (each a "Contribution Date" ") the Company shall contribute to the trust (the "Retirement Trust") for the benefit of Executive an amount equal to (A) the Retirement Compensation that would be payable to Executive under Section 5(g)(ii5(g)(i) if the Contribution Date was his Termination Date minus (B) the assets in total of all contributions made to the Retirement Trust by the Company as of the such Contribution Date. The Retirement Trust to which the Company shall make these contributions shall be irrevocable. The Retirement Trust shall provide that Executive may withdraw from the Retirement Trust, within the thirty (30)-day period beginning on the date on which he receives notice from the Company that the Company has made a contribution pursuant to this Section 5(g)(iii) an amount up to but not to exceed the amount of that contribution. If and to the extent that Executive fails to exercise this withdrawal right within the thirty (30) -day 30)-day periods, such withdrawal right shall lapse. The Retirement Trust also shall contain such other provisions as the Company and Executive reasonably agree are necessary in order for the Retirement Trust to qualify as a grantor trust under Section 671 of the Internal Revenue Code of 1986, as amended (the "Code") with Executive as the grantor. The trust agreement for the Retirement Trust shall provide that any assets remaining in the Retirement Trust, after payment of all the retirement compensation payable pursuant to this Section 5g(iii5(g)(iii), shall be payable to Executive, and that prior to payment of such retirement compensation, the assets of the Retirement Trust shall be exempt from the claims of the Company's creditors.
(iv) As of the last day of each calendar quarter ending on or after the Distribution Date, during the Employment Term, the trustee of the Retirement Trust shall be required to distribute to Executive 25% of the amount of the Assumed Taxes that the Company reasonably estimates will be payable by Executive for the calendar year for which the distribution is being made and as a result of his beneficial interest in the Retirement Trust. For this purpose, the term "Assumed Taxes" shall mean the Federalfederal, State state and local income and employment taxes that would be payable by Executive for the year in question, assuming that the amount taxable would be subject to the highest Federal federal and applicable State state and local income and employment tax rates.
Appears in 1 contract
Retirement Compensation. (i) If Subject to vesting pursuant to Section 5(h)(ii), if Executive's ’s employment is terminated for any reason except Cause as defined in Section 5(d) aboveother than Cause, the Company shall pay to Executive (or in the event of Executive's death after such termination, to such person as Executive has designated in a notice filed with the Company, or if no such person shall have been designated, to his estate), a lump sum amount equal to the amount by which (A) the product of (1) one-half multiplied by Executive's ’s average annual salary for the three (3) year period preceding the Termination Date times (2) the number of years (including any partial year) since May 1April 27, 1993 2007 (the "“Retirement Compensation"”) exceeds (B) the sum of any amounts previously distributed to Executive pursuant to Sections 5(g)(ii), 5(g)(iii5(h)(iii) and 5(g)(iv(iv). The lump sum amount to be paid shall not be present-valued or otherwise reduced by use of any other discount or discounting method. The To the extent vested, the payment will be made to Executive within five (5) business days of following the Termination Date.
(ii) Within five (5) business days after the date The Retirement Compensation will vest in full on which the BE AerospaceApril 26, Inc. Executive Compensation Trust II dated April 21, 1999, as amended is terminated 2012 (the "Distribution “Vesting Date"”) provided that the Executive remains continuously employed through the Vesting Date. In addition the Retirement Compensation will vest in full upon (i) the Executive’s termination of employment due to (A) death pursuant to Section 5(b), (B) incapacity pursuant to Section 5(c) or (C) by the Company without Cause pursuant to Section 5(e) and (ii) a Change of Control. Except as otherwise provided herein, prior to vesting pursuant to this Section 5(h)(ii), the Company will distribute in a lump sum Executive’s rights to the amount of Retirement Compensation that would have been payable shall be the mere contractual right of an unsecured creditor. Prior to Executive under Section 5(g)(i) as the Vesting Date the Company may elect to establish a trust pursuant to Subpart E, part I, subchapter J, chapter I, subtitle A of the Distribution DateCode. Any trust so established and any assets held therein will be subject to the claims of the Company’s creditors.
(iii) Within ninety (90) business days of following the Distribution Vesting Date, the Company shall establish a trust (the “Retirement Trust”) for the remaining duration of the Employment Term, and, commencing on the Distribution Vesting Date and on a quarterly basis, thereafter, thereafter (each a "“Contribution Date" ”) the Company shall contribute to the trust (the "Retirement Trust") Trust for the benefit of the Executive an amount equal to (A) the Retirement Compensation that would be payable to Executive under Section 5(g)(ii5(h)(i) if the Contribution Date was his Termination Date minus (B) the assets in total of all contributions made to the Retirement Trust by the Company as of the such Contribution Date. The Retirement Trust to which the Company shall make these contributions shall be irrevocable. The Retirement Trust shall provide that the Executive may withdraw from the Retirement Trust, within the thirty (30)-day period beginning on the date on which he receives notice from the Company that the Company has made a contribution pursuant to this Section 5(g)(iii5(h)(iv) an amount up to but not to exceed the amount of that contribution. If and to the extent that the Executive fails to exercise this withdrawal right within the thirty (30) -day 30)-day periods, such withdrawal right shall lapse. The Retirement Trust also shall contain such other provisions as the Company and the Executive reasonably agree are necessary in order for the Retirement Trust to qualify as a grantor trust under Section 671 of the Internal Revenue Code of 1986, as amended (with the "Code") with Executive as the grantor. The trust agreement for the Retirement Trust shall provide that any assets remaining in the Retirement Trust, after payment of all the retirement compensation payable pursuant to this Section 5g(iii5(h)(iii), shall be payable to the Executive, and that prior to payment of such retirement compensation, the assets of the Retirement Trust shall be exempt from the claims of the Company's ’s creditors.
(iv) As of the last day of each calendar quarter ending on or after the Distribution Vesting Date, during the Employment Term, the trustee of the Retirement Trust shall be required to distribute to Executive 25% of the amount of the Assumed Taxes that the Company reasonably estimates will be payable by Executive for the calendar year for which the distribution is being made and as a result of his beneficial interest in the Retirement Trust. For this purpose, the term "“Assumed Taxes" ” shall mean the Federalfederal, State state and local income and employment taxes that would be payable by Executive for the year in question, assuming that the amount taxable would be subject to the highest Federal federal and applicable State state and local income and employment tax rates.
Appears in 1 contract
Retirement Compensation. (i) If Executive's ’s employment is terminated for any reason except Cause as defined in Section 5(d) aboveother than Cause, the Company shall also pay to Executive (or in the event of Executive's death after such termination, to such person as Executive has designated in a notice filed with the Company, or if no such person shall have been designated, to his estate), a lump lump-sum amount equal to the amount by which (A) the product of (1) one-half (1/2) multiplied by Executive's ’s average annual salary for the three (3) year 3)-year period preceding the Termination Date times (2) the number of years (including any partial year) since May 1, 1993 (the "“Retirement Compensation"”) exceeds (B) the sum of any amounts previously distributed to Executive pursuant to Sections 5(g)(ii), 5(g)(iii) and 5(g)(iv). The lump lump-sum amount to be paid shall not be present-valued or otherwise reduced by use of any other discount or discounting method. The payment will be made to Executive within five (5) business days of following the Termination Date.
(ii) Within five (5) business days after the date on which the BE Aerospace, Inc. Executive Compensation Trust II dated April 21, 1999, as amended amended, is terminated (the "“Distribution Date"”), the Company will distribute in a lump lump-sum the amount of Retirement Compensation that would have been payable to Executive under Section 5(g)(i) as of the Distribution Date.
(iii) Within ninety (90) business days of following the Distribution Date, the Company shall establish a trust for the duration of the Employment Term, and, commencing on the Distribution Date and on a quarterly basis, thereafter, thereafter (each a "“Contribution Date" ”) the Company shall contribute to the trust (the "“Retirement Trust"”) for the benefit of Executive an amount equal to (A) the Retirement Compensation that would be payable to Executive under Section 5(g)(ii5(g)(i) if the Contribution Date was his Termination Date minus (B) the assets in total of all contributions made to the Retirement Trust by the Company as of the such Contribution Date. The Retirement Trust to which the Company shall make these contributions shall be irrevocable. The Retirement Trust shall provide that Executive may withdraw from the Retirement Trust, within the thirty (30)-day period beginning on the date on which he receives notice from the Company that the Company has made a contribution pursuant to this Section 5(g)(iii) ), an amount up to but not to exceed the amount of that contribution. If and to the extent that Executive fails to exercise this withdrawal right within the thirty (30) -day periods30)-day period, such withdrawal right shall lapse. The Retirement Trust also shall contain such other provisions as the Company and Executive reasonably agree are necessary in order for the Retirement Trust to qualify as a grantor trust under Section 671 of the Internal Revenue Code of 1986, as amended (the "Code") with Executive as the grantor. The trust agreement for the Retirement Trust shall provide that any assets remaining in the Retirement Trust, after payment of all the retirement compensation payable pursuant to this Section 5g(iii5(g)(iii), shall be payable to Executive, and that prior to payment of such retirement compensation, the assets of the Retirement Trust shall be exempt from the claims of the Company's ’s creditors.
(iv) Executive shall be responsible for all applicable Federal, State and local income and employment taxes due with respect to each contribution made by the Company under Section 5(g)(ii). As of the last day of each calendar quarter ending on or after the Distribution Date, during the Employment Term, the trustee of the Retirement Trust shall be required to distribute to Executive 25% of the amount of the Assumed Taxes that the Company reasonably estimates will be payable by Executive for the calendar year for which the distribution is being made and as a result of his beneficial interest in the Retirement Trust. For this purpose, the term "“Assumed Taxes" ” shall mean the Federalfederal, State state and local income and employment taxes that would be payable by Executive for the year in question, assuming that the amount taxable would be subject to the highest Federal federal and applicable State state and local income and employment tax rates.
Appears in 1 contract
Retirement Compensation. (i) If Executive's ’s employment is terminated for any reason except Cause as defined in Section 5(d) aboveother than Cause, the Company shall pay to Executive (or in the event of Executive's death after such termination, to such person as Executive has designated in a notice filed with the Company, or if no such person shall have been designated, to his estate), a lump sum amount equal to the amount by which (A) the product of (1) one-half multiplied by Executive's ’s average annual salary for the three (3) year period preceding the Termination Date times (2) the number of years (including any partial year) since May 1, 1993 (the "“Retirement Compensation"”) exceeds (B) the sum of any amounts previously distributed to Executive pursuant to Sections 5(g)(ii), 5(g)(iii) and 5(g)(iv). The lump sum amount to be paid shall not be present-valued or otherwise reduced by use of any other discount or discounting method. The payment will be made to Executive within five (5) business days of following the Termination Date.
(ii) Within five (5) business days after the date on which the BE Aerospace, Inc. Executive Compensation Trust II dated April 21, 1999, as amended amended, is terminated (the "“Distribution Date"”), the Company will distribute in a lump sum the amount of Retirement Compensation that would have been payable to Executive under Section 5(g)(i) as of the Distribution Date.
(iii) Within ninety (90) business days of the Distribution Date, the Company shall establish a trust for the duration of the Employment Term, and, commencing on the Distribution Date and on a quarterly basis, thereafter, thereafter (each a "“Contribution Date" ”) the Company shall contribute to the trust (the "“Retirement Trust"”) for the benefit of Executive an amount equal to (A) the Retirement Compensation that would be payable to Executive under Section 5(g)(ii5(g)(i) if the Contribution Date was his Termination Date minus (B) the assets in total of all contributions made to the Retirement Trust by the Company as of the such Contribution Date. The Retirement Trust to which the Company shall make these contributions shall be irrevocable. The Retirement Trust shall provide that Executive may withdraw from the Retirement Trust, within the thirty (30)-day period beginning on the date on which he receives notice from the Company that the Company has made a contribution pursuant to this Section 5(g)(iii) an amount up to but not to exceed the amount of that contribution. If and to the extent that Executive fails to exercise this withdrawal right within the thirty (30) -day 30)-day periods, such withdrawal right shall lapse. The Retirement Trust also shall contain such other provisions as the Company and Executive reasonably agree are necessary in order for the Retirement Trust to qualify as a grantor trust under Section 671 of the Internal Revenue Code of 1986, as amended (the "Code") with Executive as the grantor. The trust agreement for the Retirement Trust shall provide that any assets remaining in the Retirement Trust, after payment of all the retirement compensation payable pursuant to this Section 5g(iii5(g)(iii), shall be payable to Executive, and that prior to payment of such retirement compensation, the assets of the Retirement Trust shall be exempt from the claims of the Company's ’s creditors.
(iv) As of the last day of each calendar quarter ending on or after the Distribution Date, during the Employment Term, the trustee of the Retirement Trust shall be required to distribute to Executive 25% of the amount of the Assumed Taxes that the Company reasonably estimates will be payable by Executive for the calendar year for which the distribution is being made and as a result of his beneficial interest in the Retirement Trust. For this purpose, the term "“Assumed Taxes" ” shall mean the Federalfederal, State state and local income and employment taxes that would be payable by Executive for the year in question, assuming that the amount taxable would be subject to the highest Federal federal and applicable State state and local income and employment tax rates.
Appears in 1 contract
