Directors Retirement Plan. The Company has recently terminated the GRC International, Inc. Directors Retirement Plan (the "Director Retirement Plan"). In exchange for their benefits under such plan, certain directors of the Company received the right to receive shares of Company Common Stock ("Deferred Stock Units") subsequent to their resignation from the Board of Directors. Immediately following the consummation of the Offer, each Deferred Stock Unit shall be converted into the right to receive cash in an amount equal to the product of (A) the Per Share Amount and (B) the number of Deferred Stock Units held by each such director, which cash amount shall be payable as soon as practicable following the director's cessation of service on the Board of Directors.
Directors Retirement Plan. ESELCO shall take all necessary actions to terminate the ESELCO, Inc. Director's Retirement Plan (the "ESELCO Director Plan") as of the Effective Time of Merger. After the Effective Time of Merger, -29- Wisconsin Energy shall cause ESELCO to continue to honor all obligations under the ESELCO Director Plan as in effect at such termination.
Directors Retirement Plan. Note: Retiree Health Plans include subsidies for retirees (a) prior to January 1, 1992 and (b) on or after January 1, 1992. SCHEDULE 2.2(E) TO THE AGREEMENT GOVERNING UNITED STATES EMPLOYMENT MATTERS HEXCEL LIST OF PROHIBITED TRANSACTIONS, REPORTABLE EVENTS, ETC. Hourly Employees' Pension Plan - Reportable Event: On January 4, 1994, Hexcel Corporation notified the Pension Benefit Guarantee Corporation that on December 6, 1993, Hexcel Corporation, a Delaware Corporation, filed a voluntary petition for relief under the provision of Chapter 11 of the United States Bankruptcy Code. Hexcel emerged from bankruptcy on February 9, 1995. SCHEDULE 2.2(F) TO THE AGREEMENT GOVERNING UNITED STATES EMPLOYMENT MATTERS HEXCEL LIST OF UNFUNDED BENEFIT LIABILITY
Directors Retirement Plan. As soon as practicable after the execution of this Agreement, the Bank will take such actions as are necessary or appropriate to terminate the DRP. Subject to the consummation of this Agreement and the written consent of each participant of the DRP, the Bank shall pay to each participant listed in Schedule 3.07 his or her entire account balance under the DRP in a single sum at the Closing. Notwithstanding anything in this Section 3.07 to the contrary, if a participant of the DRP does not consent to a single sum payment of his or her account balance, the grantor trust that was established in connection with the DRP shall remain in existence and shall be maintained in accordance with its terms as in effect on the date of this Agreement until such participant's entire account balance under the DRP has been distributed to the participant in accordance with his or her election form, If such grantor trust is required to remain in existence after the Effective Time and if the current trustees of the trust resign or are removed after the Effective Time, such resigning or removed trustees shall appoint as their successor a third party financial institution that has trust powers and that is independent of RBI, subject to the consent of the remaining participants of the DRP who are entitled to receive benefits under the DRP.
Directors Retirement Plan. Immediately prior to the Effective Time, Stanton Savings shall terminate the Stanton Savings Dirxxxxxx Consultation and Retirement Pxxx ("Xetirement Plan") 32
Directors Retirement Plan. Immediately prior to the Effective Time, Stanton Savings shall xxxxxxxte the Stanton Savings' Direcxxxx Xonsultation and Retirement Plan ("Retirement Plan") and make a lump sum payment as of the Effective Time to each of SFSB's directors equal to the present value of future benefits due thereunder payable based on the yield on the two-year U.S. Treasury Bill five (5) business xxxs prior to the Effective Time as reported in the Wall Street Journal, Eastern Edition ("Calculation Rate"). SFSB Disclosure Schedule 4.12(j) details the methodology for determining such payments. Notwithstanding anything contained herein to the contrary, (i) SFSB represents and warrants that the amounts set forth in SFSB Disclosure Schedule 4.12(j) (A) have been calculated in a manner consistent with, and according to, the provisions of the Retirement Plan (a copy of which has been furnished by SFSB to Laurel) and (B) represent good faith estimates of the amounts payable as of the future date specified therein based upon assumptions regarding the Calculation Rate or the assumed Effective Time, which have been set forth in SFSB Disclosure Schedule 4.12(j), and (ii) the amounts payable under the Retirement Plan will not exceed, individually or in the aggregate, the amounts set forth in SFSB Disclosure Schedule 4.12(j) (except to the extent that any good faith estimates set forth in SFSB Disclosure Schedule 4.12(j) change due to changes in the Calculation Rate or the assumed Effective Time).
Directors Retirement Plan. On the Effective Date, Xxxxxx X. Xxxxx, Xx., -------------------------- Xxxxxx X. Xxxx, III and Xxxxxxx X. Xxxxxx shall be deemed to be Participants in Community Federal Bank's Directors' Retirement Plan entitled to receive, over a 10-year period in accordance with Sections 2.03 and 2.04 of the Directors' Retirement Plan, the amounts accrued by Community Federal Bank as a liability for such directors, as set forth on Schedule 10.8. All other current directors of Community Federal Bank are currently Participants in the Directors' Retirement Plan and shall receive their benefits over a 10-year period pursuant to Article 2 of the Directors' Retirement Plan. On the Effective Date, the Directors' Retirement Plan shall be terminated, provided that such termination shall not affect the rights or benefits to which a director is entitled under the Directors' Retirement Plan or as set forth above.
Directors Retirement Plan. Xxxxxx will honor the terms of First Federal's Non-Employee Directors' Retirement Plan. However, under no circumstances shall Xxxxxx' obligations under such Plan exceed $470,000.
