Supplemental Retirement Compensation. During the Original Term of the Agreement, the Company shall credit an annual supplemental retirement contribution on behalf of the Executive to an unfunded bookkeeping account (“Retirement Account”), in an amount equal to 42.5% of his then current base salary. The first contribution shall be made upon the execution of this Agreement (based upon his base salary of $650,000), and subsequent contributions shall be made on each March 31 during the remainder of the Original Term, subject to a maximum of six annual contributions. (1) The Retirement Account shall be credited with a 7% annual interest rate, compounded annually, or if elected by the Executive, shall instead be credited with income or debited with loss based on the hypothetical investment of the account in accordance with the Executive’s investment elections, which shall be made in accordance with such procedures (including default investment elections) as shall be determined by the Compensation Committee from time to time. Unless otherwise provided by the Compensation Committee, the Executive may elect from among the investment funds offered from time to time under the Company’s 401(k) plan. The amounts allocated to the Retirement Account (the “Retirement Benefit”) shall be paid to the Executive in a single lump sum on the first regular payroll date (but no later than thirty days) following the Executive’s termination of employment (for any reason), subject to the provisions of Section 8 below applicable to deferred compensation subject to Section 409A of the Internal Revenue Code, as amended (the “Code”). In the event of the Executive’s death, any remaining Retirement Account balance shall be paid in a single lump sum, within thirty (30) days thereafter, to his designated beneficiary, or if no written beneficiary designation of a surviving beneficiary has been received by the Compensation Committee prior to his death, to his estate. The Executive shall be entitled to receive only the amounts credited to the Retirement Account as of the date of termination of employment. (2) The Retirement Benefit shall be in addition to any other employee or executive retirement benefits or contributions to which the Executive may be entitled under any other plan maintained by the Company. The Executive’s right to receive the Retirement Benefit is nontransferable, and the Executive shall not assign, transfer, or otherwise encumber any benefits payable hereunder except for a properly executed written beneficiary designation. Any attempt to transfer or assign such benefits shall be null and void, and shall terminate the Company’s obligations hereunder. Except as set forth below in Section 2(e)(3) of this Agreement, the Company shall have no obligation to set aside cash or assets to fund the Retirement Benefit. Neither the Executive nor his beneficiary shall have any rights against the Company with respect to any portion of the Retirement Account except as a general unsecured creditor. Neither the Executive nor his beneficiary shall have any interest in the Retirement Account until the Executive or his beneficiary actually receives payment thereof. Any assets, whether cash or investments, which the Company may set aside to meet its deferred obligation under this Section 2(e) shall at all times remain the property of the Company, and neither the Executive nor his beneficiary shall under any circumstances acquire any property interest in any specific assets of the Company. Subject to the terms and conditions of this Agreement, the Compensation Committee has discretionary authority to interpret and administer the terms of the Retirement Benefit, and all determinations, interpretations, rules and decisions of the Compensation Committee and any person to whom the Compensation Committee delegates duties or responsibilities shall be conclusive and binding upon all persons having or claiming to have any interest or right with respect to the Retirement Benefit, including the Executive. Unless otherwise provided by the Compensation Committee, the claims procedures applicable under the Company’s 401(k) plan shall apply to any benefit claim or appeal with respect to the Retirement Benefit. (3) Upon a Change in Control (as defined below), the Company shall establish a grantor (“rabbi”) trust for the full amount then credited to the Retirement Account. The assets of such trust shall be used exclusively and irrevocably to provide the Retirement Benefit to the Executive pursuant to the provisions of this Section 2(e) (subject, however, to the claims of the general creditors of the Company); provided, however, that the establishment of such a trust will not render this Agreement other than “unfunded” as that term is used in Sections 201(2), 301(a)(3), 401(a)(1), and 4021(a)(6) of ERISA. Upon the establishment of such trust, and within sixty (60) days following each March 31st thereafter, the Company shall deposit in the trust an amount of cash or marketable securities (other than securities issued by the Company or any of its current or future affiliates) sufficient so that the total amount so deposited in the trust is equal in value to the lump sum payment that would be payable to the Executive if on the date such trust is established, and on the last day of each of the Company’s fiscal years thereafter, the Executive’s employment had terminated. For purposes of this Agreement, a “Change in Control” shall mean a Change in Control as defined in the Executive Change in Control Agreement between the Executive and the Company effective as of September 30, 2006 (the “Change in Control Agreement”).
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Supplemental Retirement Compensation. During the Original Term of the Agreement, the Company shall credit an annual supplemental retirement contribution on behalf of the Executive to an unfunded bookkeeping account (“Retirement Account”), in an amount equal to 42.5% of his then current base salary. The first Each contribution shall be made upon the execution of this Agreement (based upon his base salary of $650,000), and subsequent contributions shall be made on each March 31 during the remainder of the Original Term, subject to a maximum of six annual contributions.
(1) The Retirement Account shall be credited with a 7% annual interest rate, compounded annually, or if elected by the Executive, shall instead be credited with income or debited with loss based on the hypothetical investment of the account in accordance with the Executive’s investment elections, which shall be made in accordance with such procedures (including default investment elections) as shall be determined by the Compensation Committee from time to time. Unless otherwise provided by the Compensation Committee, the Executive may elect from among the investment funds offered from time to time under the Company’s 401(k) plan. The amounts allocated to the Retirement Account (the “Retirement Benefit”) shall be paid to the Executive in a single lump sum on the first regular payroll date (but no later than thirty days) following the Executive’s termination of employment (for any reason), subject to the provisions of Section 8 below applicable to deferred compensation subject to Section 409A of the Internal Revenue Code, as amended (the “Code”). In the event of the Executive’s death, any remaining Retirement Account balance shall be paid in a single lump sum, within thirty (30) days thereafter, to his designated beneficiary, or if no written beneficiary designation of a surviving beneficiary has been received by the Compensation Committee prior to his death, to his estate. The Executive shall be entitled to receive only the amounts credited to the Retirement Account as of the date of termination of employment.
(2) The Retirement Benefit shall be in addition to any other employee or executive retirement benefits or contributions to which the Executive may be entitled under any other plan maintained by the Company. The Executive’s right to receive the Retirement Benefit is nontransferable, and the Executive shall not assign, transfer, or otherwise encumber any benefits payable hereunder except for a properly executed written beneficiary designation. Any attempt to transfer or assign such benefits shall be null and void, and shall terminate the Company’s obligations hereunder. Except as set forth below in Section 2(e)(3) of this Agreement, the Company shall have no obligation to set aside cash or assets to fund the Retirement Benefit. Neither the Executive nor his beneficiary shall have any rights against the Company with respect to any portion of the Retirement Account except as a general unsecured creditor. Neither the Executive nor his beneficiary shall have any interest in the Retirement Account until the Executive or his beneficiary actually receives payment thereof. Any assets, whether cash or investments, which the Company may set aside to meet its deferred obligation under this Section 2(e) shall at all times remain the property of the Company, and neither the Executive nor his beneficiary shall under any circumstances acquire any property interest in any specific assets of the Company. Subject to the terms and conditions of this Agreement, the Compensation Committee has discretionary authority to interpret and administer the terms of the Retirement Benefit, and all determinations, interpretations, rules and decisions of the Compensation Committee and any person to whom the Compensation Committee delegates duties or responsibilities shall be conclusive and binding upon all persons having or claiming to have any interest or right with respect to the Retirement Benefit, including the Executive. Unless otherwise provided by the Compensation Committee, the claims procedures applicable under the Company’s 401(k) plan shall apply to any benefit claim or appeal with respect to the Retirement Benefit.
(3) Upon a Change in Control (as defined below), the Company shall establish a grantor (“rabbi”) trust for the full amount then credited to the Retirement Account. The assets of such trust shall be used exclusively and irrevocably to provide the Retirement Benefit to the Executive pursuant to the provisions of this Section 2(e) (subject, however, to the claims of the general creditors of the Company); provided, however, that the establishment of such a trust will not render this Agreement other than “unfunded” as that term is used in Sections 201(2), 301(a)(3), 401(a)(1), and 4021(a)(6) of ERISA. Upon the establishment of such trust, and within sixty (60) days following each March 31st thereafter, the Company shall deposit in the trust an amount of cash or marketable securities (other than securities issued by the Company or any of its current or future affiliates) sufficient so that the total amount so deposited in the trust is equal in value to the lump sum payment that would be payable to the Executive if on the date such trust is established, and on the last day of each of the Company’s fiscal years thereafter, the Executive’s employment had terminated. For purposes of this Agreement, a “Change in Control” shall mean a Change in Control as defined in the Executive Change in Control Agreement between the Executive and the Company effective as of September 30, 2006 (the “Change in Control Agreement”).
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Supplemental Retirement Compensation. During the Original Term of the Agreement, the Company shall credit an annual supplemental retirement contribution on behalf of the Executive to an unfunded bookkeeping account (“Retirement Account”), in an amount equal to (i) 72.5% of his then current base salary for each fiscal year or partial fiscal year ending during the Term through March 31, 2017 and (ii) 42.5% of his then current base salarysalary for the fiscal year or partial fiscal year ending March 31, 2018. The first Each contribution shall be made upon the execution of this Agreement (based upon his base salary of $650,000), and subsequent contributions shall be made on each March 31 during the remainder of Term including the Original Termpayment for March 31, subject to a maximum of six annual contributions2018.
(1) The Until full payment has been made to Executive or his estate, the Retirement Account shall be credited with a 7% annual interest rate, compounded annually, or if elected by the Executive, shall instead be credited with income or debited with loss based on the hypothetical investment of the account in accordance with the Executive’s investment elections, which shall be made in accordance with such procedures (including default investment elections) as shall be determined by the Compensation Committee from time to time. Unless otherwise provided by the Compensation Committee, the Executive may elect from among the investment funds offered from time to time under the Company’s 401(k) plan. The amounts allocated to the Retirement Account (the “Retirement Benefit”) shall be paid to the Executive in a single lump sum on the first regular payroll date (but no later than thirty days) following the Executive’s termination of employment (for any reason), subject to the provisions of Section 8 below applicable to deferred compensation subject to Section 409A of the Internal Revenue Code, as amended (the “Code”). In the event of the Executive’s death, any remaining Retirement Account balance shall be paid in a single lump sum, within thirty (30) days thereafter, to his designated beneficiary, or if no written beneficiary designation of a surviving beneficiary has been received by the Compensation Committee prior to his death, to his estate. The Executive shall be entitled to receive only the amounts credited to the Retirement Account as of the date of termination of employmentemployment and, in the case of any Additional Retirement Amount, pursuant to Section 5(b)(6).
(2) The Retirement Benefit shall be in addition to any other employee or executive retirement benefits or contributions to which the Executive may be entitled under any other plan maintained by the Company. The Executive’s right to receive the Retirement Benefit is nontransferable, and the Executive shall not assign, transfer, or otherwise encumber any benefits payable hereunder except for a properly executed written beneficiary designation. Any attempt to transfer or assign such benefits shall be null and void, and shall terminate the Company’s obligations hereunder. Except as set forth below in Section 2(e)(3) of this Agreement, the Company shall have no obligation to set aside cash or assets to fund the Retirement Benefit. Neither the Executive nor his beneficiary shall have any rights against the Company with respect to any portion of the Retirement Account except as a general unsecured creditor. Neither the Executive nor his beneficiary shall have any interest in the Retirement Account until the Executive or his beneficiary actually receives payment thereof. Any assets, whether cash or investments, which the Company may set aside to meet its deferred obligation under this Section 2(e) shall at all times remain the property of the Company, and neither the Executive nor his beneficiary shall under any circumstances acquire any property interest in any specific assets of the Company. Subject to the terms and conditions of this Agreement, the Compensation Committee has discretionary authority to interpret and administer the terms of the Retirement Benefit, and all determinations, interpretations, rules and decisions of the Compensation Committee and any person to whom the Compensation Committee delegates duties or responsibilities shall be conclusive and binding upon all persons having or claiming to have any interest or right with respect to the Retirement Benefit, including the Executive. Unless otherwise provided by the Compensation Committee, the claims procedures applicable under the Company’s 401(k) plan shall apply to any benefit claim or appeal with respect to the Retirement Benefit.
(3) Upon a Change in Control (as defined below), the Company shall establish a grantor (“rabbi”) trust for the full amount then credited to the Retirement Account. The assets of such trust shall be used exclusively and irrevocably to provide the Retirement Benefit to the Executive pursuant to the provisions of this Section 2(e) (subject, however, to the claims of the general creditors of the Company); provided, however, that the establishment of such a trust will not render this Agreement other than “unfunded” as that term is used in Sections 201(2), 301(a)(3), 401(a)(1), and 4021(a)(6) of the federal Employee Retirement Income Security Act (ERISA). Upon the establishment of such trust, and within sixty (60) days following each March 31st thereafter, the Company shall deposit in the trust an amount of cash or marketable securities (other than securities issued by the Company or any of its current or future affiliates) sufficient so that the total amount so deposited in the trust is equal in value to the lump sum payment that would be payable to the Executive if on the date such trust is established, and on the last day of each of the Company’s fiscal years thereafter, the Executive’s employment had terminated. For purposes of this Agreement, a “Change in Control” shall mean a Change in Control as defined in the Executive Change in Control Agreement between the Executive and the Company effective as of September 30, 2006 and amended on August 5, 2011 (the “Change in Control Agreement”).
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Supplemental Retirement Compensation. During the Original Term of the Agreement, the Company shall credit an annual supplemental retirement contribution on behalf of the Executive to an unfunded bookkeeping account (“Retirement Account”), in an amount equal to the sum of (i) 42.5% of his then current base salary. The first contribution shall be made upon salary and (ii) for each fiscal year or partial fiscal year following the execution Amendment Effective Date, 30% of this Agreement (based upon his then current base salary of $650,000(the “Additional Retirement Amount”), and subsequent contributions . Each contribution shall be made on each March 31 during the remainder of Term including the Original Termpayment on March 31, subject to a maximum of six annual contributions2017.
(1) The Retirement Account shall be credited with a 7% annual interest rate, compounded annually, or if elected by the Executive, shall instead be credited with income or debited with loss based on the hypothetical investment of the account in accordance with the Executive’s investment elections, which shall be made in accordance with such procedures (including default investment elections) as shall be determined by the Compensation Committee from time to time. Unless otherwise provided by the Compensation Committee, the Executive may elect from among the investment funds offered from time to time under the Company’s 401(k) plan. The amounts allocated to the Retirement Account (the “Retirement Benefit”) shall be paid to the Executive in a single lump sum on the first regular payroll date (but no later than thirty days) following the Executive’s termination of employment (for any reason), subject to the provisions of Section 8 below applicable to deferred compensation subject to Section 409A of the Internal Revenue Code, as amended (the “Code”). In the event of the Executive’s death, any remaining Retirement Account balance shall be paid in a single lump sum, within thirty (30) days thereafter, to his designated beneficiary, or if no written beneficiary designation of a surviving beneficiary has been received by the Compensation Committee prior to his death, to his estate. The Executive shall be entitled to receive only the amounts credited to the Retirement Account as of the date of termination of employmentemployment and, in the case of any Additional Retirement Amount, pursuant to Section 5(b)(6).
(2) The Retirement Benefit shall be in addition to any other employee or executive retirement benefits or contributions to which the Executive may be entitled under any other plan maintained by the Company. The Executive’s right to receive the Retirement Benefit is nontransferable, and the Executive shall not assign, transfer, or otherwise encumber any benefits payable hereunder except for a properly executed written beneficiary designation. Any attempt to transfer or assign such benefits shall be null and void, and shall terminate the Company’s obligations hereunder. Except as set forth below in Section 2(e)(3) of this Agreement, the Company shall have no obligation to set aside cash or assets to fund the Retirement Benefit. Neither the Executive nor his beneficiary shall have any rights against the Company with respect to any portion of the Retirement Account except as a general unsecured creditor. Neither the Executive nor his beneficiary shall have any interest in the Retirement Account until the Executive or his beneficiary actually receives payment thereof. Any assets, whether cash or investments, which the Company may set aside to meet its deferred obligation under this Section 2(e) shall at all times remain the property of the Company, and neither the Executive nor his beneficiary shall under any circumstances acquire any property interest in any specific assets of the Company. Subject to the terms and conditions of this Agreement, the Compensation Committee has discretionary authority to interpret and administer the terms of the Retirement Benefit, and all determinations, interpretations, rules and decisions of the Compensation Committee and any person to whom the Compensation Committee delegates duties or responsibilities shall be conclusive and binding upon all persons having or claiming to have any interest or right with respect to the Retirement Benefit, including the Executive. Unless otherwise provided by the Compensation Committee, the claims procedures applicable under the Company’s 401(k) plan shall apply to any benefit claim or appeal with respect to the Retirement Benefit.
(3) Upon a Change in Control (as defined below), the Company shall establish a grantor (“rabbi”) trust for the full amount then credited to the Retirement Account. The assets of such trust shall be used exclusively and irrevocably to provide the Retirement Benefit to the Executive pursuant to the provisions of this Section 2(e) (subject, however, to the claims of the general creditors of the Company); provided, however, that the establishment of such a trust will not render this Agreement other than “unfunded” as that term is used in Sections 201(2), 301(a)(3), 401(a)(1), and 4021(a)(6) of the federal Employee Retirement Income Security Act (ERISA). Upon the establishment of such trust, and within sixty (60) days following each March 31st thereafter, the Company shall deposit in the trust an amount of cash or marketable securities (other than securities issued by the Company or any of its current or future affiliates) sufficient so that the total amount so deposited in the trust is equal in value to the lump sum payment that would be payable to the Executive if on the date such trust is established, and on the last day of each of the Company’s fiscal years thereafter, the Executive’s employment had terminated. For purposes of this Agreement, a “Change in Control” shall mean a Change in Control as defined in the Executive Change in Control Agreement between the Executive and the Company effective as of September 30, 2006 (the “Change in Control Agreement”).
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