Deferred Compensation Arrangements. Except as set forth in Schedule -------- 5.1(n) attached hereto, none of the Companies has entered into employment ------ contracts or deferred compensation plans, incentive compensation plans, executive compensation plans, arrangements or commitments (each, individually, an "Arrangement"). With respect to each such Arrangement:
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. (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. 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. Except as set forth in Schedule 5.1(n) attached hereto, none of the Companies has entered into employment contracts or deferred compensation plans, incentive compensation plans, executive compensation plans, arrangements or commitments (each, individually, an "ARRANGEMENT"). With respect to each such Arrangement:
Deferred Compensation Arrangements. Notwithstanding any provision to the contrary in this Restated Agreement, to the extent the Executive is, at the time of his Separation from Service, 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 Restated Agreement shall be deemed to modify or alter those terms and conditions.
Deferred Compensation Arrangements. Prior to the Closing Date, the Company and the Subsidiaries shall satisfy all deferred compensation obligations to their officers pursuant to the agreements referred to in SCHEDULE 3.18(C)(V) hereto at a cost that shall not exceed the cash surrender value of the life insurance policies owned by the Company or the Subsidiaries insuring the lives of such officers.
Deferred Compensation Arrangements. Schedule 3.20 contains a list of all non-qualified deferred compensation arrangements of Gateway, if any, including (i) the terms under which the cash value of any life insurance purchased in connection with any such arrangement can be realized and (ii) the amount of any unfunded liabilities of such plans.
Deferred Compensation Arrangements. Schedule 3.20 contains a list of all non-qualified deferred compensation arrangements of Northwest, if any, including (i) the terms under which the cash value of any life insurance purchased in connection with any such arrangement can be realized and (ii) the amount of any unfunded liabilities of such plans.
Deferred Compensation Arrangements. Notwithstanding any other provision of this Agreement, MacManus shall be entitled to distribute all profit appreciation accounts (known as "PAC") account balances, deferred profit allowance (known as "DPA") account balances, growth accumulation plan (known as "GAP") account balances and to redeem its outstanding $8 preferred stock as of December 31, 1999 to the applicable employees in calendar year 2000, whether before or after the Effective Time; provided that the aggregate amount of such payments shall not exceed $31,600,000.
