Unfunded Deferred Compensation. On the Effective Date of a Change of Control, Executive shall become fully vested in all benefits previously accrued under any deferred compensation Plan (including any SERP) that is not qualified under Section 401(a) of the Code (a "Non-Qualified Plan"). Within thirty (30) business days after any such Effective Date, as applicable, the Company shall pay to Executive a lump-sum cash amount equal to:
(a) the sum of the Lump-Sum Values of all Maximum Annuities that are payable pursuant to all defined benefit Non-Qualified Plans, plus
(b) the sum of Executive's account balances under all defined contribution Non-Qualified Plans; provided, however, that if, at any time prior to the Effective Date, Executive delivers to the Company an irrevocable election to waive Executive's right to receive the payments described in this Section 2.4 (an "Irrevocable Election"), then (i) Executive shall not receive the payments described in this Section 2.4, (ii) Executive's account balances under each defined contribution Non-Qualified Plan shall continue to be credited with investment earnings in accordance with the terms of such Non-Qualified Plan during Executive's period of employment following the Effective Date, and (iii) at the earlier of (x) the date(s) provided in each such Non-Qualified Plan and (y) 30 days after Executive's Termination Date, the Company shall pay, or cause to be paid, to Executive a lump-sum cash payment equal to the sum of the Lump-Sum Value(s) of all Maximum Annuities that are payable pursuant to all defined benefit Non-Qualified Plans and the sum of Executive's account balances under all defined contribution Non-Qualified Plans.
Unfunded Deferred Compensation. Unfunded obligations of GenCorp as of the Closing Time to pay deferred compensation and retirement income under its Benefits Restoration Plan, Deferred Bonus Plan, Non-Employee Directors Retirement and Deferred Compensation Plans, 1996 Supplemental Retirement Plan for Management Employees, individual employment agreements, and other miscellaneous plans related to discontinued operations, including such additional amounts as may be attributable to earnings growth after the Closing Time in accordance with the terms of the specific plan or agreement.
Unfunded Deferred Compensation. On the Effective Date of a Change of Control, Executive shall become fully vested in all benefits previously accrued under any deferred compensation Plan (including a SERP) that is not qualified under Section 401(a) of the Code (a “Non-Qualified Plan”). Within five business days after the Effective Date of a Change of Control, the Company shall pay to Executive a lump-sum cash amount equal to:
(a) the sum of the Lump-Sum Values of all Maximum Annuities that are payable pursuant to all defined benefit Non-Qualified Plans, plus
(b) the sum of Executive’s account balances under all defined contribution Non-Qualified Plans. To the extent that, if, for any reason, any portion of such Non-Qualified Plan benefit is not so paid, the Company shall pay Executive in lieu thereof a lump-sum cash payment equal to such unpaid portion within the five-business day period specified in the preceding sentence.
Unfunded Deferred Compensation. On the Effective Date, Executive shall become fully vested in all benefits previously accrued under any deferred compensation Plan (including any SERP and defined contribution excess plan) that is not qualified under Section 401(a) of the Code. Such benefits shall be paid to the Executive in accordance with the distribution provisions of the applicable Plan and any elections as to the form and time of distributions made by Executive in accordance with the terms of such Plan (or, if no such elections shall be effective, pursuant to the default distribution provisions of the applicable Plan).
Unfunded Deferred Compensation. On the Effective Date of a Change of Control that is not a Merger of Equals or, if applicable, on a Merger of Equals Cessation Date, Executive shall become fully vested in all benefits previously accrued under any deferred compensation Plan (including a SERP) that is not qualified under Section 401(a) of the Code (a "Non-Qualified Plan"). Within five business days after (i) any such Effective Date of a Change of Control that is not a Merger of Equals or (ii) such Merger of Equals Cessation Date, as applicable, the Company shall pay to Executive a lump-sum cash amount equal to:
(a) the sum of the Lump-Sum Values of all Maximum Annuities that are payable pursuant to all defined benefit Non-Qualified Plans, plus
(b) the sum of Executive's account balances under all defined contribution Non-Qualified Plans. To the extent that, if, for any reason, any portion of such Non-Qualified Plan benefit is not so paid, the Company shall pay Executive in lieu thereof a lump-sum cash payment equal to such unpaid portion within the five-business day period specified in the preceding sentence.
Unfunded Deferred Compensation. (a) Subject to legal requirements for employee acquiescence, GenCorp's legal obligation to pay Unfunded Deferred Compensation for: (1) all active employees transferred to OMNOVA, (2) all retired employees who terminated employment from business locations of OMNOVA which are active as of the Closing Time, and (3) all GenCorp directors resigning to become members of the OMNOVA Board will be assumed by OMNOVA.
(b) The legal obligation to pay Unfunded Deferred Compensation for: (1) all active employees remaining GenCorp employees, (2) all GenCorp directors remaining on the GenCorp Board, (3) all other retired employees, and (4) all retired directors, will be retained by GenCorp.
(c) Former employees and directors of GenCorp or OMNOVA will be able to elect a lump-sum payment of their Unfunded Deferred Compensation, subject to (1) a 10% reduction in order to avoid adverse tax consequences, and (2) all applicable tax withholding. Active employees and directors may receive lump-sum payments of their Unfunded Deferred Compensation upon termination of employment or board service with GenCorp or OMNOVA based upon appropriate advance elections or discretionary approval by the company's benefit management committee.
(d) GenCorp hereby indemnifies OMNOVA for the obligations to pay Unfunded Deferred Compensation assumed by OMNOVA pursuant to subsection (a), and will pay only those amounts of such Unfunded Deferred Compensation that OMNOVA proves it is unable to pay.
(e) OMNOVA hereby indemnifies GenCorp for the obligation to pay Unfunded Deferred Compensation retained by GenCorp pursuant to subsection (b), and will pay only those amounts of Unfunded Deferred Compensation that GenCorp proves it is unable to pay.
Unfunded Deferred Compensation. 13 2.5 Pro-rata Annual Bonus ........................................................ 13 2.6 Pro-rata LTIP Bonus .......................................................... 14
Unfunded Deferred Compensation. (a) Change of Control that is not a Merger of Equals. On the Effective Date, except as provided in Section 2.4(b) or (c) below, Executive shall become fully vested in all benefits previously accrued under any deferred compensation Plan (including a SERP and any defined contribution excess plan) that is not qualified under Section 401(a) of the Code. To the extent not so provided under such non-qualified plan, within ten business days after the Effective Date, the Company shall pay or cause to be paid to Executive a lump-sum cash amount equal to:
(i) the sum of the Lump-Sum Values of all Maximum Annuities that are payable pursuant to all such non-qualified plans that are defined benefit Plans, plus
(ii) the sum of Executive's account balances under all such non- qualified plans that are defined contribution Plans.
Unfunded Deferred Compensation. (a) Subject to legal requirements for employee acquiescence, GenCorp's legal obligation to pay Unfunded Deferred Compensation for: (1) all active employees transferred to OMNOVA, (2) all retired employees who terminated employment from business locations of OMNOVA which are active as of the Closing Time, and (3) all GenCorp directors resigning to become members of the OMNOVA Board will be assumed by OMNOVA.
(b) The legal obligation to pay Unfunded Deferred Compensation for: (1) all active employees remaining GenCorp employees, (2) all GenCorp directors remaining on the
Unfunded Deferred Compensation. 55 10.7 Separation Pay................................................55 10.8 Collective Bargaining Agreements..............................55
