Allocations - Outside Directors Clause Samples

Allocations - Outside Directors. The following Outside Directors shall be awarded a Plan Share Award on the First Shareholder Meeting Date, assuming he or she is still serving as an Outside Director on such date, equal to the number of whole shares rounded down to the nearest whole number constituting the following percentage of the number of shares of Common Stock issued in the Conversion (the "Fixed Award"); provided, however, that the Affiliates shall have the discretion to reduce such percentages if the Trustee is required to purchase shares on the open market or from the Holding Company for an amount per share greater than the price per share at which shares are sold in the Conversion: Percentage of Shares Outside Director Issued in Conversion -------------------------------------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ .20% ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ .20% ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ .20% ▇▇▇▇ ▇. ▇▇▇▇▇▇ .20% ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ .15%
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Allocations - Outside Directors. Each Outside Director of the Holding Company or the Bank serving in such capacity as of the effective date of the Conversion shall be awarded a Plan Share Award on the First Shareholder Meeting Date, assuming he is still serving as an Outside Director on such date, equal to the number of whole shares rounded as provided by the Committee constituting .15% of the number of shares of Common Stock issued in the Conversion (the "Fixed Award"); provided, however, that the Bank shall have the discretion to reduce such percentage if the Trustee is required to purchase shares on the open market or from the Holding Company for an amount per share greater than the price per share at which shares are sold in the Conversion.
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Allocations - Outside Directors. The following Outside Directors shall be awarded a Plan Share Award on the First Shareholder Meeting Date, assuming he or she is still serving as an Outside Director on such date, equal to the number of whole shares rounded down to the nearest whole number constituting the following percentage of the number of shares of Common Stock issued in the Conversion (the "Fixed Award"); provided, however, that the Affiliates shall have the discretion to reduce such percentages if the Trustee is required to purchase shares on the open market or from the Holding Company for an amount per share greater than the price per share at which shares are sold in the Conversion: Percentage of Shares Outside Director Issued in Conversion -------------------------------------------------------------- Fred W. Koehler .20% Michael J. Hensley .20% Cecil L. Dorten .20% Earl W. Johann .20% Jonnie L. Davis .15%
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Related to Allocations - Outside Directors

  • Plan Terminations Under Section 409A Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans for a minimum of three (3) years following the date of such termination; the Company may distribute the vested Accrual Balance as shown on Schedule A, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

  • Distributions Upon Income Inclusion Under Section 409A of the Code Upon the inclusion of any portion of the benefits payable pursuant to this Agreement into the Executive’s income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Executive’s vested accrued liability, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure.

  • Non-Ministerial Matters; Exceptions to Administrator Duties (i) Notwithstanding anything to the contrary in this Agreement, with respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless, within a reasonable time before the taking of such action, the Administrator shall have notified the Issuer of the proposed action and the Issuer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer; (B) the appointment of successor Note Registrars, successor Paying Agents, successor Indenture Trustees, successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations under the Indenture; and (C) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders under the Transaction Documents, (y) except as provided in the Transaction Documents, sell the Trust Estate or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

  • How Are Contributions to a ▇▇▇▇ ▇▇▇ Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)

  • Extra Compensation The Board shall pay no fees, other than described above, to the PA/E unless authorized by the Board as follows: A. If the scope of the Project or site is changed, the Board and the PA/E shall negotiate a reasonable fee based upon the probable estimated construction cost in changing the scope of the work and the approximate percentage of the estimated construction cost which was used to negotiate this Agreement if, and, as such may be applicable. B. If the DOE or Board requires the PA/E to make major or costly changes to the Schematic, Preliminary or Construction Document Phase submittals, which changes are not caused by architectural or engineering error or oversight, the PA/E shall be paid to redesign for additional expenses in an amount agreed to by the parties. Under no circumstances will the principals of the PA/E and the principals of his consultants be paid a fee in excess of $125 per hour.