Common use of Deliveries to Executives Clause in Contracts

Deliveries to Executives. (a) The Company shall deliver to the Trustee, upon the occurrence of a Potential Change in Control, a separate schedule for each Executive (the "Payment Schedule') indicating (x) the amounts delivered to the Trustee for the benefit of each such Executive pursuant to Section 2.01(a)(i) in accordance with such Executive's Agreements and (y) the amounts payable in respect of such Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable. The Payment Schedule shall include instructions as to the amount of interest, if any, accruing in respect of an Executive and such instructions may be revised from time to time prior to the occurrence of a Change in Control. Each Payment Schedule also shall be delivered by the Company to such Executive. The aggregate payment to be made hereunder to an Executive by the Trustee shall not exceed the aggregate amount delivered to the Trustee for the benefit of such Executive as indicated in the Payment Schedule applicable to such Executive. The Trustee shall make payments to each Executive under the Payment Schedule applicable to such Executive upon receipt by the Trustee of a written request for payment signed by the Executive or, following his death, his beneficiary or beneficiaries. Such request shall set forth each of the following items: (i) the specific amount of payment requested, (ii) the specific Agreement or Agreements and the specific section or sections of such Agreements under which such payment is to be made, (iii) the existence or absence of any "excess parachute payment" (as defined in Section 280G of the Code) respecting the amount payable to such Executive in accordance with the applicable Payment Schedule and (iv) the amount of any reduction in the amount otherwise payable to such Executive in accordance with the applicable Payment Schedule and the item or items to be reduced, if any. The Trustee shall rely upon such written request in making payments under the Payment Schedule and shall have no duty to inquire into the amounts, instructions or formulas set forth in the Payment Schedule or the Executive's right to such payments.

Deliveries to Executives. (a) The Company shall deliver to the Trustee, upon the occurrence of a Potential Change in Control, a separate schedule for each Executive (the "Payment Schedule'") indicating (x) the amounts delivered to the Trustee for the benefit of each such Executive pursuant to Section 2.01(a)(i) in accordance with such Executive's Agreements and (y) the amounts payable in respect of such Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable. The Payment Schedule shall include instructions as to the amount of interest, if any, accruing in respect of an Executive and such instructions may be revised from time to time prior to the occurrence of a Change in Control. Each Payment Schedule also shall be delivered by the Company to such Executive. The aggregate payment to be made hereunder to an Executive by the Trustee shall not exceed the aggregate amount delivered to the Trustee for the benefit of such Executive as indicated in the Payment Schedule applicable to such Executive. The Trustee shall make payments to each Executive under the Payment Schedule applicable to such Executive upon receipt by the Trustee of a written request for payment signed by the Executive or, following his death, his beneficiary or beneficiaries. Such request shall set forth each of the following items: (i) the specific amount of payment requested, (ii) the specific Agreement or Agreements and the specific section or sections of such Agreements under which such payment is to be made, (iii) the existence or absence of any "excess parachute payment" (as defined in Section 280G of the Code) respecting the amount payable to such Executive in accordance with the applicable Payment Schedule and (iv) the amount of any reduction in the amount otherwise payable to such Executive in accordance with the applicable Payment Schedule and the item or items to be reduced, if any. The Trustee shall rely upon such written request in making payments under the Payment Schedule and shall have no duty to inquire into the amounts, instructions or formulas set forth in the Payment Schedule or the Executive's right to such payments.

Deliveries to Executives. (a) The Company shall deliver to the Trustee, upon the occurrence of a Potential Change in Control, a separate schedule for each Executive (the "Payment Schedule') indicating (x) the amounts delivered to the Trustee for the benefit of each such Executive pursuant to Section 2.01(a)(i) in accordance with such Executive's Agreements and (y) the amounts payable in respect of such Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable. The Payment Schedule shall include instructions as to the amount of interest, if any, accruing in respect of an Executive and such instructions may be revised from time to time prior to the occurrence of a Change in Control. Each Payment Schedule also shall be delivered by the Company to such Executive. The aggregate payment to be made hereunder to an Executive by the Trustee shall not exceed the aggregate amount delivered to the Trustee for the benefit of such Executive as indicated in the Payment Schedule applicable to such Executive. The Trustee shall make payments to each Executive under the Payment Schedule applicable to such Executive upon receipt by the Trustee of a written request for payment signed by the Executive or, following his death, his beneficiary or beneficiaries. Such request shall set forth each of the following items: (i) the specific amount of payment requested, (ii) the specific Agreement or Agreements and the specific section or sections of such Agreements under which such payment is to be made, (iii) the existence or absence of any "excess parachute payment" (as defined in Section 280G of the Code) respecting the amount payable to such Executive in accordance with the applicable Payment Schedule and (iv) the amount of any reduction in the amount otherwise payable to such Executive in accordance with the applicable Payment Schedule and the item or items to be reduced, if any. The Trustee shall rely upon such written request in making payments under the Payment Schedule and shall have no duty to inquire into the amounts, instructions or formulas set forth in the Payment Schedule or the Executive's right to such payments.. (b) The Company may from time to time after the occurrence of a Potential Change in Control deliver concurrently to the Trustee (i) a revised Payment Schedule with respect to any Executive which sets forth the aggregate amounts payable with respect to such Executive and (ii) an amount which is estimated to be sufficient when added to the amount or amounts previously delivered to the Trustee to fund the Company's obligations pursuant to such Executive's Agreements. A revised Payment Schedule shall be effective upon the later of (x) receipt by the Trustee of such revised Payment Schedule and (y) receipt by the Trustee of all amounts required under Section 4.02(b)(ii) and such revised Payment Schedule shall supersede any and all Payment Schedules previously delivered by the Company to the Trustee with respect to such Executive. (c) Except as provided in this Section 4.02(c), a revised Payment Schedule may not reduce the amounts payable with respect to an Executive pursuant to the prior Payment Schedule for such Executive except with the written consent of such Executive. (i) After a Potential Change in Control and before a Change in Control, the Company shall deliver to the Trustee, promptly following the termination of an Executive's employment with the Company, a revised Payment Schedule with respect to such Executive which deletes all of the amounts set forth on the prior Payment Schedule for such Executive. The Trustee may rely

Deliveries to Executives. (a) The Company shall deliver to the Trustee, upon the occurrence of a Potential Change in Control, a separate schedule for each Executive (the "Payment Schedule'") indicating (x) the amounts delivered to the Trustee for the benefit of each such Executive pursuant to Section 2.01(a)(i2. 1 (a) (1) in accordance with such Executive's Agreements Agreements, and estimated in good faith by the Company and (y) the amounts payable in respect of such Executive, or providing a formula or instructions acceptable to the Trustee for determining the amounts so payable. The Payment Schedule shall include instructions as to the amount of interest, if any, accruing in respect of an Executive and such instructions may be revised from time to time prior to the occurrence of a Change in ControlControl and not during a Potential Change in Control Period. Each Payment Schedule also shall be delivered by the Company to such Executive. The aggregate payment to be made hereunder to an Executive by the Trustee shall not exceed the aggregate amount delivered to the Trustee for such Executive, as adjusted for any earnings of the benefit Trust which are allocated in respect of such Executive as indicated in the Payment Schedule applicable to such Executive. The Trustee shall make payments to each Executive under the Payment Schedule applicable to such Executive upon receipt by the Trustee of a written request for payment notice signed by the Executive or, following his death, his beneficiary or beneficiaries. Such request shall set forth each of , stating that the following items: (i) Executive or his beneficiary, as the specific amount of payment requestedcase may be, (ii) is entitled to the specific Agreement or Agreements and the specific section or sections commencement of such Agreements under which such payment is to be made, (iii) the existence or absence of any "excess parachute payment" (as defined in Section 280G of the Code) respecting the amount payable to such Executive payments in accordance with the applicable Payment Schedule and (iv) the amount of any reduction in the amount otherwise payable to such Executive in accordance with the applicable Payment Schedule and the item or items to be reduced, if anySchedule. The Trustee shall rely upon such written request in making payments under the Payment Schedule and shall have no duty to inquire into the amounts, instructions or formulas set forth in the Payment Schedule or the Executive's right to such payments.