Common use of Successor Trust Clause in Contracts

Successor Trust. (a) The Company and Trustee hereby acknowledge the deposit with the Trustee of assets previously held under the Prior Trust Agreement, which shall continue as the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust shall become irrevocable upon a Change of Control, as defined herein. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part 1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of paying benefits to Executives as required by the Contracts and claims of general creditors, as herein set forth. Executives shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Contracts and this Trust Agreement shall be mere unsecured contractual rights of Executives against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Executive shall have any right to compel such additional deposits. (f) Upon a Change of Control as defined herein, the Company shall, within five (5) business days following the Change of Control, make an irrevocable contribution to the Trust in an amount that is sufficient to pay the Executives the benefits to which Executives would be entitled pursuant to the terms of the Contract(s) as of the date on which the Change of Control occurred; provided, however, payment of benefits through this Rabbi Trust A shall not duplicate any benefits payable to Executives through Rabbi Trust B (which provides for payment of benefits for several non-qualified benefit plans of the Company) or any other irrevocable trust arrangement providing for secured payment of benefits to Executives, notwithstanding that the benefits shall be payable upon a Change of Control pursuant to the terms of the Contracts.

Successor Trust. (a) The Company and Trustee hereby acknowledge the deposit with the Trustee of such assets as previously held under the Prior Trust Agreement, which shall continue as the principal of the Trust to be held, administered and disposed held in accordance with the terms of by the Trustee as provided in this Trust Agreement. Subject to Section 1(e), the Company shall be responsible for delivering to the Trustee, to be held in trust hereunder, such an amount as it determines, in cash plus marketable securities acceptable to the Trustee, and life insurance policies, to assist the Company in meeting its obligations to pay (i) benefits payable to Executives under the Plans and (ii) the appropriate insurer premiums due and payable on such life insurance policies. (b) Except as provided for in Section 1(e)(2), Section 2, Section 3, Section 4(b)(2) and Section 8 hereof, the Trust is irrevocable. The Company shall have no right or power, except as otherwise specified in the prior sentence, to direct the Trustee to return to the Company, or to divert to others, any of the Trust shall become irrevocable upon a Change assets before all obligations to Executives pursuant to the terms of Controlthe Plans, as defined hereinand expenses pursuant to the terms of Section 8 of this Trust Agreement, have been satisfied. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part 1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal assets of the Trust, and any earnings thereon Trust shall be held separate and apart from other funds of the Company and shall be used exclusively for subject to the uses and purposes of paying benefits to Executives as required by the Contracts and claims of the Company’s general creditorscreditors under federal and state law in the event the Company is Insolvent, as herein set forthdefined in Section 3(a) herein. Executives shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Contracts Plans and this Trust Agreement shall be mere unsecured contractual rights of Executives against the Company. Any assets Assets held by the Trust will be subject applied solely to provide benefits to Executives pursuant to the claims Plans and to pay expenses of the Company's general creditors under federal and state law Trust in the event the Company is Insolvent, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust accordance with the Trustee to augment the principal to be held, administered and disposed terms of by the Trustee as provided in this Trust Agreement. Neither After the Trustee nor satisfaction of all obligations under the Plans and payment of all such expenses, any Executive amount remaining in the Trust shall have any right be distributed to compel such additional depositsthe Company. (f1) Upon the first to occur of a Potential Change of Control as defined herein, the Company shall, within five (5) business days following the or a Change of Control, the Company shall make an irrevocable a contribution to the Trust Trust, in cash, equal to: (i) the excess of (A) an amount that is sufficient determined in accordance with the Benefits Calculation Schedule described in Section 2(a) as required to pay the Executives the benefits to which Executives would be are entitled pursuant to the terms of the Contract(sPlan(s) as of the date on which the Potential Change of Control is deemed to occur or the date of the Change of Control occurred; providedControl, howeveras applicable, payment of benefits through this Rabbi Trust A shall not duplicate any benefits payable to Executives through Rabbi Trust B over (which provides for payment of benefits for several non-qualified benefit plans B) the amount, if any, of the CompanyTrust balance prior to such contribution, without regard to the cash surrender value of insurance policies held in the Trust as of the date the Potential Change of Control is deemed to occur or the date of the Change of Control, as applicable (the “Cash Surrender Value”); plus (ii) or any other irrevocable trust arrangement providing to provide for secured payment expenses of benefits the Trust pursuant to ExecutivesSection 8, notwithstanding an amount equal to 3% of the amount determined pursuant to the preceding Section 1(e)(i)(A). (2) Following notification to the Trustee pursuant to Section 12(e) that the benefits shall be payable upon Potential Change of Control is no longer pending and that a Change of Control pursuant has not occurred as a result of such Potential Change of Control, the Company shall have the right to withdraw the principal amount contributed by the Company to the Trust under Section 1(e)(1). (f) Nothing contained herein shall be construed to require a transfer of funds to the Trust in connection with a change in the Company’s financial health, or during a restricted period with respect to the Company, as such terms are defined in subsections (b)(2) and (b)(3) of Section 409A of the ContractsInternal Revenue Code of 1986, as amended, and any regulations or other guidance issued thereunder (“Section 409A”).

Successor Trust. (a) The Company and Trustee hereby acknowledge the deposit with the Trustee of such assets as previously held under the Prior Trust Agreement, which shall continue as the principal of the Trust to be held, administered and disposed held in accordance with the terms of by the Trustee as provided in this Trust Agreement. (b) The Trust shall become irrevocable upon a Change of Control, as defined hereinin Section 12(d) hereof. After a Change of Control the Company shall have no right or power, except as provided for in Section 2, Section 3, Section 8 and Section 11(c) hereof, to direct the Trustee to return to the Company, or to divert to others, any of the Trust assets before all obligations to Executives pursuant to the terms of the Contracts, and expenses pursuant to the terms of Section 8 of this Trust Agreement, have been satisfied. The Trust also may not be revoked while a Potential Change of Control is pending in accordance with Section 12(e). (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part 1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal assets of the Trust, and any earnings thereon Trust shall be held separate and apart from other funds of the Company and shall be used exclusively for subject to the uses and purposes of paying benefits to Executives as required by the Contracts and claims of the Company’s general creditorscreditors under federal and state law in the event the Company is Insolvent, as herein set forthdefined in Section 3(a) herein. Executives shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Contracts and this Trust Agreement shall be mere unsecured contractual rights of Executives against the Company. Any Upon becoming irrevocable, subject to Section 3, assets held by the Trust will be subject applied solely to provide benefits to Executives pursuant to the claims Contracts and to pay expenses of the Company's general creditors Trust in accordance with the terms of this Trust Agreement. After the satisfaction of all obligations under federal the Contracts and state law payment of all such expenses, any amount remaining in the event Trust shall be distributed to the Company is Insolvent, as defined in Section 3(a) hereinCompany. (e) The Prior to a Change of Control, the Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash cash, or other property in trust with acceptable to the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Executive shall have any right to compel such any additional deposits. (f) Upon deposits prior to a Change of Control as defined herein, or a Potential Change of Control. (1) Upon the Company shall, within five (5) business days following the first to occur of a Potential Change of Control or a Change of Control, the Company shall make an irrevocable a contribution to the Trust Trust, in cash, equal to: (i) the excess of (A) an amount that is sufficient determined in accordance with the Benefits Calculation Schedule described in Section 2(a) as required to pay the Executives the benefits to which Executives would be are entitled pursuant to the terms of the Contract(s) as of the date on which the Potential Change of Control is deemed to occur or the date of the Change of Control occurred; providedControl, howeveras applicable, payment of benefits through this Rabbi Trust A shall not duplicate any benefits payable to Executives through Rabbi Trust B over (which provides for payment of benefits for several non-qualified benefit plans B) the amount, if any, of the CompanyTrust balance prior to such contribution; plus (ii) to provide for expenses of the Trust pursuant to Section 8, an amount equal to 3% of the amount determined pursuant to the preceding Section 1(f)(1)(i)(A). (2) Subject to Section 1(f)(3), after the date the Potential Change of Control is deemed to occur, the Company shall have no right to withdraw the amounts contributed by the Company to the Trust under Section 1(f)(1) or any other irrevocable trust arrangement providing for secured payment of benefits income attributable thereto. (3) Following notification to Executives, notwithstanding the Trustee pursuant to Section 12(e) that the benefits shall be payable upon Potential Change of Control is no longer pending and that a Change of Control pursuant has not occurred as a result of such Potential Change of Control, the Company shall have the right to withdraw the principal amount contributed by the Company to the Trust under Section 1(f)(1). (g) Nothing contained herein shall be construed to require a transfer of funds to the Trust in connection with a change in the Company’s financial health, or during a restricted period with respect to the Company, as such terms are defined in subsections (b)(2) and (b)(3) of Section 409A of the ContractsInternal Revenue Code of 1986, as amended, and any regulations or other guidance issued thereunder (“Section 409A”).

Successor Trust. (a) The Company and Trustee hereby acknowledge the deposit with the Trustee of such assets as previously held under the Prior Trust Agreement, which shall continue as the principal of the Trust to be held, administered and disposed held in accordance with the terms of by the Trustee as provided in this Trust Agreement. Subject to Section 1(e), the Company shall be responsible for delivering to the Trustee, to be held in trust hereunder, such an amount as it determines in cash or marketable securities acceptable to the Trustee or any combination thereof, to assist the Company in meeting its obligations to pay benefits payable to Directors under the Plans. (b) Except as provided for in Section 1(e)(2), Section 2, Section 3 and Section 8 hereof, the Trust is irrevocable. The Company shall have no right or power, except as otherwise specified in the prior sentence, to direct the Trustee to return to the Company, or to divert to others, any of the Trust shall become irrevocable upon a Change assets before all obligations to Directors pursuant to the terms of Controlthe Plans, as defined hereinand expenses pursuant to the terms of Section 8 of this Trust Agreement, have been satisfied. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part 1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal assets of the Trust, and any earnings thereon Trust shall be held separate and apart from other funds of the Company and shall be used exclusively for subject to the uses and purposes of paying benefits to Executives as required by the Contracts and claims of the Company’s general creditorscreditors under federal and state law in the event the Company is Insolvent, as herein set forthdefined in Section 3(a) herein. Executives Directors shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Contracts Plans and this Trust Agreement shall be mere unsecured contractual rights of Executives Directors against the Company. Any assets Assets held by the Trust will be subject applied solely to provide benefits to Directors pursuant to the claims Plans and to pay expenses of the Company's general creditors under federal and state law Trust in the event the Company is Insolvent, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust accordance with the Trustee to augment the principal to be held, administered and disposed terms of by the Trustee as provided in this Trust Agreement. Neither After the Trustee nor satisfaction of all obligations under the Plans and payment of all such expenses, any Executive amount remaining in the Trust shall have any right be distributed to compel such additional depositsthe Company. (f1) Upon the first to occur of a Potential Change of Control as defined herein, the Company shall, within five (5) business days following the or a Change of Control, the Company shall make an irrevocable a contribution to the Trust Trust, in cash, equal to: (i) the excess of (A) an amount that is sufficient determined in accordance with the Benefits Calculation Schedule described in Section 2(a) as required to pay the Executives Directors the benefits to which Executives would be Directors are entitled pursuant to the terms of the Contract(sPlan(s) as of the date on which the Potential Change of Control is deemed to occur or the date of the Change of Control occurred; providedControl, howeveras applicable, payment of benefits through this Rabbi Trust A shall not duplicate any benefits payable to Executives through Rabbi Trust B over (which provides for payment of benefits for several non-qualified benefit plans B) the amount, if any, of the CompanyTrust balance prior to such contribution; plus (ii) or any other irrevocable trust arrangement providing to provide for secured payment expenses of benefits the Trust pursuant to ExecutivesSection 8, notwithstanding an amount equal to 3% of the amount determined pursuant to the preceding Section 1(e)(i)(A). (2) Following notification to the Trustee pursuant to Section 12(e) that the benefits shall be payable upon Potential Change of Control is no longer pending and that a Change of Control pursuant has not occurred as a result of such Potential Change of Control, the Company shall have the right to withdraw the principal amount contributed by the Company to the Trust under Section 1(e)(1). (f) Nothing contained herein shall be construed to require a transfer of funds to the Trust in connection with a change in the Company’s financial health, or during a restricted period with respect to the Company, as such terms are defined in subsections (b)(2) and (b)(3) of Section 409A of the ContractsInternal Revenue Code of 1986, as amended, and any regulations or other guidance issued thereunder (“Section 409A”).

Successor Trust. (a) The Company and Trustee hereby acknowledge the deposit with the Trustee of assets previously held under the Prior Trust Agreement, which shall continue as the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust AgreementTrust. (b) The Trust shall become irrevocable upon a Change of Control, as defined herein. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part 1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of paying benefits to Executives as required by the Contracts and claims of general creditors, as herein set forth. Executives shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Contracts and this Trust Agreement shall be mere unsecured contractual rights of Executives against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Executive shall have any right to compel such additional deposits. (f) Upon a Change of Control as defined herein, the Company shall, within five (5) business days following the Change of Control, make an irrevocable contribution to the Trust in an amount that is sufficient to pay the Executives the benefits to which Executives would be entitled pursuant to the terms of the Contract(s) as of the date on which the Change of Control occurred; provided, however, payment of benefits through this Rabbi Trust A shall not duplicate any benefits payable to Executives through Rabbi Trust B or C (which provides provide for payment of benefits for several non-qualified benefit plans of the Company) or any other irrevocable trust arrangement providing for secured payment of benefits to Executives, notwithstanding that the benefits shall be payable upon a Change of Control pursuant to the terms of the Contracts.

Successor Trust. (a) The Company and Trustee hereby acknowledge the deposit with the Trustee of assets previously held under the Prior Trust Agreement, which shall continue as the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust AgreementTrust. (b) The Trust shall become irrevocable upon a Change of Control, as defined herein. (c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part 1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of paying benefits to Executives as required by the Contracts and claims of general creditors, as herein set forth. Executives shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Contracts and this Trust Agreement shall be mere unsecured contractual rights of Executives against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein. (e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Executive shall have any right to compel such additional deposits. (f) Upon a Change of Control as defined herein, the Company shall, within five (5) business days following the immediately prior to such Change of Control, make an irrevocable contribution to the Trust in an amount that is sufficient to pay the Executives the benefits to which Executives would be entitled pursuant to the terms of the Contract(s) as of the date on which the Change of Control occurred; provided, however, payment of benefits through this Rabbi Trust A shall not duplicate any benefits payable to Executives through Rabbi Trust B or C (which provides provide for payment of benefits for several non-qualified benefit plans of the Company) or any other irrevocable trust arrangement providing for secured payment of benefits to Executives, notwithstanding that the benefits shall be payable upon a Change of Control pursuant to the terms of the Contracts.