Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code (S)280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time or from time to time during the 27-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the fifth business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non- appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration (including any attorneys' fees incurred by the Employee) shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within three days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the B...
Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not later than ten (10) business days after a Change in Control, the Company shall (i) establish a grantor trust (the "Trust") that is designed in accordance with Revenue Procedure 92-64 and has a trustee (the "Trustee") independent of the Company and any successor to their interest, (ii) deposit in the Trust an amount equal to the present value of all benefits that may become payable under this Agreement, and (iii) provide the Trustee with an irrevocable written direction both to hold all Trust assets and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of amounts from the Trust. At any time after a Change in Control, the Employee may provide the Trustee with a written affidavit (the "Affidavit") in which the Employee attests that he has terminated employment with the Company or any successor to its interest, and has become entitled to commence receiving the monthly benefit payments (required by Section 3 hereof). The Affidavit shall also specify the amount of each such monthly payment to be made from the Trust. On the first business day of the month following the Trustee's receipt of the Affidavit, the Trustee shall commence paying the Employee, in immediately available funds, the monthly benefit specified in the Affidavit, and shall send a copy of it to the Company via overnight and registered mail (return receipt requested). Upon the receipt of the Employee's written release of all claims under this Agreement, the Trustee shall pay to the Company any remaining assets in the Trust. The Company shall pay any and all expenses associated with maintaining the Trust, and shall hold the Trustee harmless from any liability for making the payments required hereunder.
Funding of Grantor Trust upon Change in Control. Fulton shall establish and maintain with an unaffiliated trustee an ixxxxxxable grantor trust (the "TRUST"), the assets of which shall at all times be subject to the claims of Fulton's creditors in the event of Fulton's insolvency. Upon the occuxxxxxx xf a Change in Control, Fultxx xxxxx deposit with the trustee of the Trust, to be credited to xx xxcount established under the Trust in the name of and for the benefit of the Executive, assets sufficient in value to satisfy fully the obligations of Fulton to the Executive under this Agreement that would arise in the xxxxx that subsequent to the Change in Control, and during the period the Executive continues to be covered by the severance benefit protections of this Agreement, the Executive is terminated by Fulton without Cause or the Executive terminates his own employment fxx Xxxd Reason. The contingent obligations to be funded under the Trust shall include in particular those specified in Section 6 and Section 7.8 hereof. In the event the Executive's entitlement to benefits under the Agreement expires or the amounts funded are in excess of the amount needed to fully satisfy the claims under the Agreement of the Executive, any excess amounts in the Executive's account under the Trust shall revert to Fulton.
Funding of Grantor Trust upon Change in Control. (a) Not later than ten business days after a Change in Control, the Employer shall (i) establish a grantor trust (the “Trust”) designed in accordance with Revenue Procedure 92-64 and having a trustee independent of the Company and the Holding Company, (ii) deposit in said Trust an amount equal to the Code §280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (iii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust.
Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code ss.280G Maximum, unless the Executive has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Executive, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. At any time or from time to time during the 27-consecutive month period after a Change in Control, the Executive may provide the trustee of the Trust with a written notice directing that the trustee pay to the Executive an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall pay the Executive the amount designated therein in immediately available funds, and shall thereafter send the Bank a written notice thereof. Upon the earlier of the Trust's final payment of all amounts due under the following paragraph or the date 27 months after the Change in Control, the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Executive. The Executive shall thereafter have no further interest in the Trust.
Funding of Grantor Trust upon Change in Control. Not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code Sec. 280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. During the 15-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing the trustee to pay to Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall pay such amount to the Employee, and coincidentally shall provide the Bank or its successor with notice of such payment. Upon the earlier of the Trust's final payment of all amounts due under the preceding paragraph or the date 15 months after the Change in Control of the Bank, the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust.
Funding of Grantor Trust upon Change in Control. Notwithstanding any other provision of this Agreement that may be contrary or inconsistent herewith, not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code ss.280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next two paragraphs as to the payment of such amounts from the Trust. The funds in the Trust are to be used for payments due pursuant to subsections 12(a) and 12(b), and not for normal compensation. At any time or from time to time during the 27-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice directing that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the Upon the earlier of (1) receiving the Employee's written release of all claims under this Agreement, or (ii) the date 27 months after the date on which the Bank makes the deposit referred to in the first paragraph of this subsection 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.
Funding of Grantor Trust upon Change in Control. Xxxxxx shall establish and maintain with an unaffiliated trustee an irrevocable grantor trust (the “Trust”), the assets of which shall at all times be subject to the claims of Xxxxxx’x creditors in the event of Xxxxxx’x insolvency. Upon the occurrence of a Change in Control, Xxxxxx shall deposit with the trustee of the Trust, to be credited to an account established under the Trust in the name of and for the benefit of the Executive, assets sufficient in value to satisfy fully the obligations of Xxxxxx to the Executive under this Agreement that would arise in the event that subsequent to the Change in Control, and during the period the Executive continues to be covered by the severance benefit protections of this Agreement, the Executive is terminated by Xxxxxx without Cause or the Executive terminates the Executive’s own employment for Good Reason. The contingent obligations to be funded under the Trust shall include, in particular, those specified in Section 6
Funding of Grantor Trust upon Change in Control. Not later than ten business days after a Change in Control, the Association shall (i) deposit in a Trust an amount equal to the Code Section 280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. Upon the later of the Trust's final payment of all amounts due under the following paragraph or the date twelve months after the Change in
Funding of Grantor Trust upon Change in Control. Not later than 10 business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code § 280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee until notified by the Bank that the Employee’s employment has terminated under circumstances that entitle Employee to a payment under this Agreement, and to follow the instructions of the Bank as to such payment of such amounts from the Trust. Upon the earlier of the Trust’s final payment of all amounts due under the following paragraph or the date 15 months after the Change in Control, the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust. Upon the earlier of (i) any payment from the Trust to the Employee, or (ii) the date 12 months after the date on which the Bank makes the deposit referred to in the first paragraph of this Section 12(c), the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust pursuant to this Agreement.
