Deferred Payments Sample Clauses

Deferred Payments. If following a termination of the Employee, the aggregate payments to be made by the Bank under this Agreement and all other plans or arrangements maintained by the Company or any of the Consolidated Subsidiaries would exceed the limitation on deductible compensation contained in Code Section 162(m) in any calendar year, any such amounts in excess of such limitation shall be mandatorily deferred (without interest) to a calendar year such that the amount to be paid to the Employee in such calendar year, including deferred amounts, does not exceed such limitation, provided, however, that such deferral shall not extend past when the deferred amount must be paid pursuant to Section 409A.

Deferred Payments. The Company shall not have authority to make arrangements for deferred payments on account of the purchase price of shares of the Company’s Shares unless all of the following conditions are met: (a) such arrangements are warranted by the Company’s investment objectives; (b) the period of deferred payments coincides with the anticipated cash needs of the Company; (c) the deferred payments shall be evidenced by a promissory note of the Shareholder, which note shall be with recourse, shall not be negotiable, shall be assignable only subject to defenses of the maker and shall not contain a provision authorizing a confession of judgment; and (d) selling commissions and Front End Fees paid upon deferred payments are payable when payment is made on the note. The Company shall not sell or assign the deferred obligation notes at a discount. In the event of default in the payment of deferred payments by a Shareholder, the Shareholder may be subjected to a reasonable penalty.

Deferred Payments. The Committee, in its discretion, may permit a Participant to elect to defer receipt of all or any part of any cash or stock payment under the Plan, or the Committee may determine to defer receipt by some or all Participants, of all or part of any such payment. The Committee shall determine the terms and conditions of any such deferral, including the period of deferral, the manner of deferral, and the method for measuring appreciation on deferred amounts until their payout.

Deferred Payments. Not later than the date hereof, the Company shall pay to the Employee the sum of $124,056 in full payment of (a) unpaid salary previously deferred by the Employee, and (b) certain expense reimbursements previously deferred by the Employee.

Deferred Payments. “Deferred Payments” means any payments or benefits provided for in this Agreement and/or under any other agreement that are deemed to be deferred compensation within the meaning of Section 409A of the Code.

Deferred Payments. Any amounts required under this Agreement to be paid to Executive that Executive can and does elect to defer under any Company benefit plan or program shall be deemed to have been paid to him for purposes of this Agreement; provided, however, that if the Company breaches the terms of any deferred compensation plan, arrangement or agreement with respect to which such amounts are to be paid, Executive may claim a breach of this Agreement. Notwithstanding anything in this Agreement or elsewhere to the contrary: (a) If payment or provision of any amount or other benefit that is "deferred compensation" subject to Section 409A of the Code at the time otherwise specified in this Agreement or elsewhere would subject such amount or benefit to additional tax pursuant to Section 409A(a)(1)(B) of the Code, and if payment or provision thereof at a later date would avoid any such additional tax, then the payment or provision thereof shall be postponed to the earliest date on which such amount or benefit can be paid or provided without incurring any such additional tax. In the event this Section requires a deferral of any payment, such payment shall be accumulated and paid in a single lump sum on such earliest date together with interest for the period of delay, compounded annually, equal to the prime rate (as published in The Wall Street Journal), and in effect as of the date the payment should otherwise have been provided. (b) If any payment or benefit permitted or required under this Agreement, or otherwise, is reasonably determined by either party to be subject for any reason to a material risk of additional tax pursuant to Section 409A(a)(1)(B) of the Code, then the parties shall promptly agree in good faith on appropriate provisions to avoid such risk without materially changing the economic value of this Agreement to either party.

Deferred Payments. If following a termination of the Executive, the aggregate payments to be made by the Bank under this Agreement and all other plans or arrangements maintained by the Company or any of the Consolidated Subsidiaries would exceed the limitation on deductible compensation contained in Section 162(m) of the Code in any calendar year, any such amounts in excess of such limitation shall be mandatorily deferred with interest thereon at 8.0% per annum to a calendar year such that the amount to be paid to the Executive in such calendar year, including deferred amounts, does not exceed such limitation.

Deferred Payments. If following a termination of the Employee, the aggregate payments to be made by the Savings Bank under this Agreement and all other plans or arrangements maintained by the Company or any of the Consolidated Subsidiaries would exceed the limitation on deductible compensation contained in Section 162(m) of the Code in any calendar year, any such amounts in excess of such limitation shall be mandatorily deferred with interest thereon at 8.0% per annum to a calendar year such that the amount to be paid to the Employee in such calendar year, including deferred amounts, does not exceed such limitation.

Deferred Payments. On each of the first anniversary and the second anniversary of the Closing Date (each, a "Deferred Payment Date"), Buyer shall pay to Seller, as additional Purchase Price, an additional payment (each, a "Deferred Payment") equal to $3,250,000. Each such Deferred Payment shall be paid by issuing and delivering to Seller unregistered shares of common stock, par value $.001 per share (including any associated preferred stock purchase rights), of Buyer ("Deferred Payment Shares") equal to the number determined by dividing the amount of such Deferred Payment by the average per share closing price for shares of common stock of Buyer on the New York Stock Exchange for the ten trading day period ending on the fifth trading day prior to the Deferred Payment Date for such Deferred Payment (the "Average Closing Price"); provided that no later than five days prior to such Deferred Payment Date, either Buyer or Seller may deliver to the other a written irrevocable election (a "Cash Election") to have a percentage (not to exceed 67%) of such Deferred Payment (the "Cash Percentage"), paid in cash in lieu of Deferred Payment Shares, in which case the Deferred Payment shall be paid by (a) delivering to Seller cash in an amount equal to the Cash Percentage (provided that if both Buyer and Seller deliver a Cash Election with respect to the same Deferred Payment, the Cash Percentage for such Deferred Payment shall be the higher of the percentages contained in such Cash Elections) of such Deferred Payment and (b) issuing and delivering to Seller a number of Deferred Payment Shares equal to the number determined by dividing the difference between the amount of such Deferred Payment and the amount of the cash payment described in clause (a) by the Average Closing Price.