Retirement Compensation. (i) Subject to vesting pursuant to Section 5(h)(ii), if Executive’s employment is terminated for any reason other than Cause, the Company shall pay to Executive 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 April 27, 2007 (the “Retirement Compensation”) exceeds (B) the sum of any amounts previously distributed to Executive pursuant to Sections 5(h)(iii) and (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. To the extent vested, the payment will be made to Executive within five (5) business days following the Termination Date. (ii) The Retirement Compensation will vest in full on April 26, 2012 (the “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 Executive’s rights to the Retirement Compensation shall be the mere contractual right of an unsecured creditor. Prior to 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 Code. 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 following the Vesting Date, the Company shall establish a trust (the “Retirement Trust”) for the remaining duration of the Employment Term, and, commencing on the Vesting Date and on a quarterly basis, thereafter (each a “Contribution Date”) the Company shall contribute to the Retirement Trust for the benefit of the Executive an amount equal to (A) the Retirement Compensation that would be payable to Executive under Section 5(h)(i) if the Contribution Date was his Termination Date minus (B) the total of all contributions made to the Retirement Trust by the Company as of 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(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 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 Code with the 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 5(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 creditors. (iv) As of the last day of each calendar quarter ending on or after the 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 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) Subject to vesting pursuant to Section 5(h)(ii), if If Executive’s employment is terminated for any reason other than Cause, the Company shall also pay to Executive a lump lump-sum amount equal to the amount by which (A) the product of (1) one-half (1/2) multiplied by Executive’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 April 27May 1, 2007 1993 (the “Retirement Compensation”) exceeds (B) the sum of any amounts previously distributed to Executive pursuant to Sections 5(h)(iii5(g)(ii), 5(g)(iii) and (iv5(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. To the extent vested, the The payment will be made to Executive within five (5) business days following the Termination Date.
(ii) The Retirement Within five (5) business days after the date on which the BE Aerospace, Inc. Executive Compensation will vest in full on Trust II dated April 2621, 2012 1999, as amended, is terminated (the “Vesting Distribution 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 Executive’s rights to Company will distribute in a lump-sum the amount of Retirement Compensation shall be the mere contractual right of an unsecured creditor. Prior that would have been payable to the Vesting Date the Company may elect to establish a trust pursuant to Subpart E, part I, subchapter J, chapter I, subtitle A Executive under Section 5(g)(i) as of the Code. Any trust so established and any assets held therein will be subject to the claims of the Company’s creditorsDistribution Date.
(iii) Within ninety (90) business days following the Vesting Distribution Date, the Company shall establish a trust (the “Retirement Trust”) for the remaining duration of the Employment Term, and, commencing on the Vesting Distribution Date and on a quarterly basis, 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(h)(i5(g)(i) if the Contribution Date was his Termination Date minus (B) the total of all contributions made to the Retirement Trust by the Company as of 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(h)(iv) 5(g)(iii), 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 periodsperiod, 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 Code with the 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 5(h)(iii5(g)(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 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 Vesting 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) Subject to vesting pursuant to Section 5(h)(ii), if If Executive’s employment is terminated for any reason other than Cause, the Company shall pay to Executive a lump lump-sum amount equal to the amount by which (A) the product of (1) one-half (1/2) multiplied by Executive’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 April 27May 1, 2007 1993 (the “Retirement Compensation”) exceeds (B) the sum of any amounts previously distributed to Executive pursuant to Sections 5(h)(iii5(g)(ii), 5(g)(iii) and (iv5(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. To the extent vested, the The payment will be made to Executive within five (5) business days following the Termination Date.
(ii) The Retirement Within five (5) business days after the date on which the BE Aerospace, Inc. Executive Compensation will vest in full on Trust II dated April 2621, 2012 1999, as amended, is terminated (the “Vesting Distribution 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 Executive’s rights to Company will distribute in a lump-sum the amount of Retirement Compensation shall be the mere contractual right of an unsecured creditor. Prior that would have been payable to the Vesting Date the Company may elect to establish a trust pursuant to Subpart E, part I, subchapter J, chapter I, subtitle A Executive under Section 5(g)(i) as of the Code. Any trust so established and any assets held therein will be subject to the claims of the Company’s creditorsDistribution Date.
(iii) Within ninety (90) business days following the Vesting Distribution Date, the Company shall establish a trust (the “Retirement Trust”) for the remaining duration of the Employment Term, and, commencing on the Vesting Distribution Date and on a quarterly basis, 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(h)(i5(g)(i) if the Contribution Date was his Termination Date minus (B) the total of all contributions made to the Retirement Trust by the Company as of 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(h)(iv) 5(g)(iii), 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 periodsperiod, 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 Code with the 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 5(h)(iii5(g)(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 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 Vesting 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.
Appears in 1 contract
Retirement Compensation. (i) Subject to vesting pursuant to Section 5(h)(ii), if If Executive’s employment is terminated for any reason other than Cause, the Company shall pay to Executive 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 April 27May 1, 2007 1993 (the “Retirement Compensation”) exceeds (B) the sum of any amounts previously distributed to Executive pursuant to Sections 5(h)(iii5(g)(ii), 5(g)(iii) and (iv5(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. To the extent vested, the The payment will be made to Executive within five (5) business days following the Termination Date.
(ii) The Retirement Within five (5) business days after the date on which the BE Aerospace, Inc. Executive Compensation will vest in full on Trust II dated April 2621, 2012 1999, as amended, is terminated (the “Vesting Distribution 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 Executive’s rights to Company will distribute in a lump sum the amount of Retirement Compensation shall be the mere contractual right of an unsecured creditor. Prior that would have been payable to the Vesting Date the Company may elect to establish a trust pursuant to Subpart E, part I, subchapter J, chapter I, subtitle A Executive under Section 5(g)(i) as of the Code. Any trust so established and any assets held therein will be subject to the claims of the Company’s creditorsDistribution Date.
(iii) Within ninety (90) business days following of the Vesting Distribution Date, the Company shall establish a trust (the “Retirement Trust”) for the remaining duration of the Employment Term, and, commencing on the Vesting Distribution Date and on a quarterly basis, 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(h)(i5(g)(i) if the Contribution Date was his Termination Date minus (B) the total of all contributions made to the Retirement Trust by the Company as of 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(h)(iv5(g)(iii) 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 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 Code with the 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 5(h)(iii5(g)(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 creditors.
(iv) As of the last day of each calendar quarter ending on or after the Vesting 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.
Appears in 1 contract
Retirement Compensation. (i) Subject to vesting pursuant to Section 5(h)(ii), if If Executive’s 's employment is terminated for any reason other than Cause, the Company shall pay to Executive 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 April 27May 1, 2007 1993 (the “"Retirement Compensation”") exceeds (B) the sum of any amounts previously distributed to Executive pursuant to Sections 5(h)(iii5(g)(ii), 5(g)(iii) and (iv5(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. To the extent vested, the The payment will be made to Executive within five (5) business days following the Termination Date.
(ii) The Retirement Within five (5) business days after the date on which the BE Aerospace, Inc. Executive Compensation will vest in full on Trust II dated April 2621, 2012 1999, as amended, is terminated (the “Vesting "Distribution 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 Executive’s rights to Company will distribute in a lump sum the amount of Retirement Compensation shall be the mere contractual right of an unsecured creditor. Prior that would have been payable to the Vesting Date the Company may elect to establish a trust pursuant to Subpart E, part I, subchapter J, chapter I, subtitle A Executive under Section 5(g)(i) as of the Code. Any trust so established and any assets held therein will be subject to the claims of the Company’s creditorsDistribution Date.
(iii) Within ninety (90) business days following of the Vesting Distribution Date, the Company shall establish a trust (the “Retirement Trust”) for the remaining duration of the Employment Term, and, commencing on the Vesting Distribution Date and on a quarterly basis, 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(h)(i5(g)(i) if the Contribution Date was his Termination Date minus (B) the total of all contributions made to the Retirement Trust by the Company as of 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(h)(iv5(g)(iii) 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 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 Code with the 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 5(h)(iii5(g)(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 Vesting 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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