Common use of Payments to Executives Clause in Contracts

Payments to Executives. (a) Whenever the Trustee shall be advised by the Board or the Employer that an Executive has become entitled to a Severance Payment, it shall distribute to such Executive the Severance Payment due in the amount and manner provided by the Agreement. (b) If an Executive is physically or mentally incapable of receiving and acknowledging a Severance Payment from the Agreement, the Trustee may, upon direction from the Board or the Employer, make the Severance Payment, without the interposition of a guardian, to such institution, trustee, conservator, committee or person who shall be entitled to receive such Severance Payment for the use, benefit or support of said incompetent. Such Severance Payment shall constitute a full acquittance of the Trustee and of all claims against the Trust Fund. (c) In the event that any dispute shall arise as to the persons to whom a Severance Payment and the delivery of any fund or property shall be made by the Trustee, or the amount thereof, the Trustees shall retain the Severance Payment and/or postpone such delivery until actual adjudication of such dispute shall have been made in a court of competent jurisdiction. (d) If the Employer determines that the amount in the Executive Account, and any earnings thereon, are not sufficient to distribute a Severance Payment in accordance with the terms of the Agreement, the Employer may correct this deficiency by making an additional irrevocable deposit to the Executive's Account out of its general assets. (e) If the Employer determines that the amount in the Executive Account exceeds the amount of the Severance Payment, the excess amount will be forfeited and returned to the Employer at the time of distribution. (f) The entitlement of an Executive to a Severance Payment under the Agreement shall be determined by the Employer or such party as it shall designate under the Agreement, and any dispute shall be adjudicated in a court of competent jurisdiction.

Payments to Executives. (a) Whenever The Trustee shall make all Required Payments that become due under the Agreements directly to the Executives; provided, that the Trustee shall withhold from such Required Payments any Federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld and shall deliver and pay over any such withheld amounts to the appropriate taxing authorities, all in accordance with the Com- pany's instructions. In determining that a Required Payment has become due, the Trustee shall be advised by entitled to rely upon the Board or the Employer that certification of an Executive has become entitled that all conditions to the Execu- tive's right to receive the Required Payment have been met. Upon receiving such a Severance Payment, it shall distribute to such Executive the Severance Payment due in the amount and manner provided by the Agreement. (b) If an Executive is physically or mentally incapable of receiving and acknowledging a Severance Payment from the Agreementcertification, the Trustee mayshall request that the Consulting Firm determine, upon direction from and the Board or Consulting Firm shall determine, the Employer, make the Severance amount of Required Payment, without and the interposition of a guardian, to such institution, trustee, conservator, committee or person who Trustee shall be entitled to receive rely on such Severance Payment for the use, benefit or support of said incompetentdetermination. Such Severance Payment determination by the Consulting Firm shall constitute a full acquittance of the Trustee and of all claims against the Trust Fund. (c) In the event that any dispute shall arise be itemized as to the persons to whom a Severance Payment and dollar values of the delivery various principal forms of any fund or property shall be made by compensation due under the Trusteeapplicable Agreement, or including the amount thereofto be paid as a "Tax Reimbursement Payment" (related to any excise taxes that may be imposed on the Executive), the Trustees shall retain the Severance Payment and/or postpone such delivery until actual adjudication of such dispute shall have been made in which amount may separately be paid at a court of competent jurisdiction. (d) If the Employer determines that the amount in the Executive Account, and any earnings thereon, are not sufficient to distribute a Severance Payment later date in accordance with the terms of the Agreement. All payments by the Trustee pursuant to this Section 4 shall be made from the Benefit Contribution Account to the extent of the positive balance thereof, and thereafter from amounts drawn upon the Letter of Credit. If the funds available in the Benefit Contribution Account and under any Letter of Credit are insufficient to make such payment, the Employer may correct this deficiency by making an additional irrevocable deposit Trustee shall promptly so notify the Company, the Consulting Firm and the Executive, and the Company shall make such payment to the Executive's Account out extent of its general assets. (e) If the Employer determines that the amount in the Executive Account exceeds the amount of the Severance Payment, the excess amount will be forfeited and returned such insufficiency. The Trustee shall have no duty or responsibility with respect to the Employer at the time of distribution. (f) The entitlement of an Executive Company's obligation to a Severance Payment make benefit payments under the Agreement Agreements. In no event shall be determined a payment by the Employer or such party as it shall designate under Trustee pursuant to this Section 4 be made from the Agreement, and any dispute shall be adjudicated in a court of competent jurisdictionFee Contribution Account.

Payments to Executives. (a) Whenever Immediately prior to a Change of Control, the Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Executive, that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for under the Contracts), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Executives in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be advised required to be withheld with respect to the payment of benefits pursuant to the terms of the Contracts and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Board or the Employer that an Executive has become entitled to a Severance Payment, it shall distribute to such Executive the Severance Payment due in the amount and manner provided by the AgreementCompany. (b) If In the event that an Executive is physically reasonably believes that the Payment Schedule, as provided initially or mentally incapable modified, does not properly reflect the amount payable to such Executive or the time or form of receiving and acknowledging a Severance Payment payment from the AgreementTrust corpus in respect of the Contracts, the Trustee may, upon direction from the Board or the Employer, make the Severance Payment, without the interposition of a guardian, to such institution, trustee, conservator, committee or person who Executive shall be entitled to receive such Severance Payment deliver to the Trustee an affidavit (the "Executive's Notice") setting forth payment instructions for the use, benefit amount the Executive believes will be or support of said incompetent. Such Severance Payment shall constitute a full acquittance is due under the relevant terms of the Contracts. The Executive shall also deliver a copy of the Executive's Notice to the Company within three (3) business days following the date the Executive's Notice is delivered to the Trustee. Unless the Trustee receives written objection from the Company within ten (10) business days after receipt by the Trustee of such notice, the Trustee shall make the payment distribution in accordance with the amount and instructions set forth in the Executive Notice to the extent the funds necessary to make any such payments due are available within the Trust. If the Company makes an objection during the ten (10) business days referred to in the preceding sentence, the Trustee shall retain any disputed amounts pending the determination of all claims against the Trust Fundan arbitrator pursuant to Section 14 hereof. (c) In the event that any dispute shall arise as The entitlement of an Executive to the persons to whom benefits under a Severance Payment and the delivery of any fund or property Contract shall be made determined by the TrusteeCompany or such party as it shall designate, or and any claim for such benefits shall be considered and reviewed under procedures determined by the amount thereof, the Trustees shall retain the Severance Payment and/or postpone such delivery until actual adjudication of such dispute shall have been made in a court of competent jurisdictionCompany and uniformly applied. (d) If The Company may make payment of benefits directly to Executives as they become due under the Employer determines that terms of the amount in Contracts. The Company shall notify the Executive AccountTrustee of its decision to make payment of benefits directly prior to the time amounts are payable to Executives. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to distribute a Severance Payment make payments of benefits in accordance with the terms of the AgreementContracts, the Employer may correct this deficiency by making an additional irrevocable deposit to Company shall make the Executive's Account out balance of its general assets. (e) If the Employer determines that the amount in the Executive Account exceeds the amount of the Severance Payment, the excess amount will be forfeited and returned to the Employer at the time of distribution. (f) The entitlement of an Executive to a Severance Payment under the Agreement shall be determined by the Employer or each such party payment as it falls due. The Trustee shall designate under notify the Agreement, Company where principal and any dispute shall be adjudicated in a court of competent jurisdictionearnings are not sufficient.