Deferred Compensation Arrangements Clause Samples

Deferred Compensation Arrangements. Each Company Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code, and the Treasury regulations and IRS guidance thereunder. Each Company Stock Option has been granted with an exercise price no lower than “fair market value” (within the meaning of Sections 409A and 422 of the Code) as of the grant date of such option.

Deferred Compensation Arrangements. United shall take all appropriate action as shall be necessary to cause the Previously Disclosed deferred compensation arrangements presently in effect for United’s directors to be frozen as of, and no longer be available for the deferral of compensation or matching contributions after, June 30, 2005. All director fees payable for the period after June 30, 2005 and prior to the Effective Time shall be paid in cash and not deferred.

Deferred Compensation Arrangements. (i) Each plan, program, agreement, or arrangement that is identified in Section 2.13(a) of the Company Disclosure Letter and each Company Benefit Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 409(A)(d)(1) of the Code) has been operated in good faith compliance with Section 409A of the Code, IRS Notice 2005-1, Proposed Regulations issued under Code Section 409A, Fed. Reg. Vol. 70, No. 191, p. 57984 (10/4/2005), and any subsequent guidance relating thereto; and (ii) no additional Tax under Section 409A(a)(1)(B) of the Code has been or is reasonably expected to be incurred by a participant in any such plan, program, agreement, or arrangement or Company Benefit Plan.

Deferred Compensation Arrangements. To the extent the Executive is, at the time of his termination of employment under this Agreement, participating in one or more deferred compensation arrangements subject to Code Section 409A, the payments and benefits provided under those arrangements shall continue to be governed by, and to become due and payable in accordance with, the specific terms and conditions of those arrangements, and nothing in this Agreement shall be deemed to modify or alter those terms and conditions.

Deferred Compensation Arrangements. In accordance with Emerging Issues Task Force ("EITF") Issue 97-14, "Accounting for Deferred Compensation Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested," assets of rabbi trusts are to be consolidated with those of the employer, and the value of the employer's stock held in rabbi trusts should be classified in shareholders' equity and generally accounted for in a manner similar to treasury stock. The Company, therefore, has included its obligations under certain deferred compensation plans in employee stock trust. Shares that the Company has issued to its rabbi trusts are recorded in common stock issued to employee trust. Both employee stock trust and common stock issued to employee trust are components of shareholders' equity. New Accounting Pronouncements In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," which establishes accounting and reporting standards for derivative instruments, including certain ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ & CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) derivative instruments embedded in other contracts, and for hedging activities. In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities--Deferral of the Effective Date of FASB Statement No. 133," which deferred the effective date of SFAS No. 133 for one year to fiscal years beginning after June 15, 2000. In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities--an amendment of FASB Statement No. 133." The Company adopted SFAS No. 133, as amended by SFAS No. 138, effective December 1, 2000. The Company estimates that it will record an after-tax charge to net income from the cumulative effect of the adoption of SFAS No. 133, as amended, of approximately $59 million and an after-tax decrease to other comprehensive income of approximately $13 million. The Company's adoption of SFAS No. 133, as amended, will affect the accounting for, among other things, the Company's hedging strategies, including those associated with certain financing activities.

Deferred Compensation Arrangements. The Company has neither entered into employment contracts or deferred compensation plans, incentive compensation plans, executive compensation plans, arrangements or commitments not required to be disclosed pursuant to Section 6.01 (m) hereof (other than normal policies regarding holidays, vacations and salary continuation during short periods of illness).

Deferred Compensation Arrangements. Section 10.2.6 of the Disclosure Schedules contains a complete and accurate list of the name and account balance or accrued benefit, as of September 18, 2000, of each current or former WIS employee (or beneficiary thereof (excluding Caro▇ ▇▇▇▇▇▇▇ ▇▇▇ any other former president of WIS, each of whom remains an obligation of Huffy)) who is a participant in or entitled to benefits under: (i) the Huffy Corporation Master Deferred Compensation Plan which includes or is successor to all obligations arising under the Huffy Corporation Deferred Compensation Plan, the Huffy Corporation Deferred Compensation Plan II and the Huffy Corporation Special Deferred Compensation Plan (the "Huffy Deferred Compensation Plan"), (ii) the Huffy Corporation Supplemental/Excess Benefit Plan, as amended (the "Huffy SERP"), or (iii) any other deferred compensation, supplemental executive retirement or non-qualified retirement plan, program, agreement or arrangement maintained, contributed to or entered into by WIS or Sellers (collectively with items (i) and (ii) above, the "Deferred Compensation Obligations"). As soon as promptly possible following the Closing Date but in no event more than thirty days after the Closing Date, Sellers shall cause cash, cash equivalents and/or other assets as currently invested at the direction of the respective employees to be transferred to WIS in an amount equal to the aggregate account balances as of the date of asset transfer (including account additions, investment gains/losses, expenses and disbursements allocated to the Huffy Deferred Compensation Plan's accounts in the ordinary course subsequent to the Closing Date), of all current and former WIS employees (or beneficiaries thereof) who are participants in, or entitled to benefits under, the Huffy Deferred Compensation Plan and, upon receipt of such amount, WIS shall (without further action by the parties hereto) assume and be obligated to fully discharge Huffy's obligations under the Huffy Deferred Compensation Plan with respect such transferred amounts. From and after the Closing Date, Huffy shall retain or, to the extent it does not have such obligation, assume responsibility for any and all liabilities and obligations under the Huffy SERP relating to current WIS employees (or their beneficiaries) and shall cause all such individuals to be fully vested in their benefits thereunder as of the Closing Date. Except as specifically provided in this Section 10.2.6, from and after the Closing Date...

Deferred Compensation Arrangements. The schedule attached as Schedule 2.18 contains a full description of all deferred compensation arrangements of Union, if any, including the terms under which the cash value of any life insurance purchased in connection with any such arrangement can be realized.

Deferred Compensation Arrangements. Schedule 2.20 contains a list of all deferred compensation arrangements of State Bank, if any, including the terms under which the cash value of any life insurance purchased in connection with any such arrangement can be realized.