Mandatory Deferral. The amount of Income Incentive Fee otherwise payable to the Investment Manager in any quarter (excluding Accrued Unpaid Income Incentive Fees deferred pursuant to Section 4.3(c) with respect to such quarter) that exceeds the sum of (A) 20% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the most recent twelve full calendar quarter period ending on or prior to the date such payment is to be made (the “Trailing Twelve Quarters”) less (B) the aggregate Income Incentive Fees that were previously paid to the Investment Manager during such Trailing Twelve Quarters (excluding Accrued Unpaid Income Incentive Fees deferred pursuant to Section 4.3(c) during such Trailing Twelve Quarters and not subsequently paid), shall be deferred (the “Deferred Incentive Fees”). For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means the sum of (x) Pre-Incentive Fee Net Investment Income in respect of such Trailing Twelve Quarters less (y) net realized capital losses and net unrealized capital depreciation, if any, in each case calculated in accordance with GAAP, in respect of such Trailing Twelve Quarters. Any Deferred Incentive Fees shall be carried over for payment in subsequent calculation periods by the Company, to the extent such payment could otherwise be made under this Agreement. Fee deferral pursuant to this Section 4.5 will be calculated with respect to the first twelve full calendar quarters from the date immediately following consummation of the Merger using the period from and after such date which is a period of less than twelve full calendar quarters.
Mandatory Deferral. Notwithstanding any other provision of this Plan, the Committee shall defer the distribution of any Plan benefits to a Participant if the Committee anticipates that the amount of such Plan benefits, or any portion thereof, would be nondeductible for corporate income tax purposes to the Company pursuant to Section 162(m) of the Code; provided, however, that payment of such amounts in excess of Grandfathered Deferred Compensation Plan Deferrals and Grandfathered Restoration Plan Benefit shall be paid thereafter at the earliest time permitted under Code Section 409A and the regulations and other guidance issued thereunder, including, in the case of Specified Employees, subject to the six-month delay for such amounts on account of a Specified Employee’s Separation from Service.
Mandatory Deferral. Except for changes in the form of payment of Director's Disability Benefit, any new election of the form of payment will result in the payment being deferred for five years from the date the payment otherwise would have been made. The five year deferral will be calculated from the date the lump sum or first installment was otherwise scheduled to be paid. A new Article 4, Section 4.7 is added to read as follows:
Mandatory Deferral. Subject to applicable law, if the Participant is, or in the sole judgment of the Committee is reasonably expected to be, a “covered employee” within the meaning of Section 162(m) of the Internal Revenue Code and the regulations promulgated thereunder (“Section 162(m)”) in the calendar year in which the Participant would otherwise become entitled to the distribution of the Participant’s Stock Units, the Participant shall not become entitled to the distribution of the Participant’s Stock Units until the Applicable Date in the first calendar year thereafter that the Participant is not a “covered employee” under Section 162(m), as determined by the Committee. Notwithstanding the foregoing, the Committee, in its sole discretion, shall have the right to distribute to the Participant all or any portion of the Stock Units or any deferred Stock Units that it determines is not subject to the deduction limitation of Section 162(m) in a given calendar year, after taking into account all other compensation payable to the Participant for that year that it determines is subject to the deduction limitation of Section 162(m). All determinations relating to “covered employee” status and the application of the deduction limitation of Section 162(m) shall be made by the Committee, in its sole discretion, as promptly as reasonably practical. The provisions of this Paragraph 9 of the Agreement shall not apply following a Change in Control of Northern, and the Participant shall be entitled to the distribution of the Participant’s Stock Units without regard to the Participant’s status as a “covered employee” within the meaning of Section 162(m).
Mandatory Deferral. If Walmart reasonably anticipates that the delivery of any Shares in any year would, when considered with your other compensation, result in Walmart's inability to deduct the value of such Shares because of the limitation on deductible compensation under Code Section 162(m), then Walmart shall defer the delivery of such Shares until the first year in which Walmart reasonably anticipates that the related deduction will not be limited under Section 162(m) (the "First Non-162(m) Year") in accordance with the Deferral Procedures under the Plan and Code Section 409A and the regulations thereunder. However, if you have made an irrevocable election to defer such Shares to a date later than the First Non-162(m) Year, then Walmart shall not deliver such Shares in the First Non-162(m) Year, but shall instead deliver your Shares in accordance with your irrevocable election and the Deferral Procedures.
Mandatory Deferral. Amounts that were required to be withheld from your annual incentive awards under Xxx’s Mandatory Deferral Program will continue to vest. Payment of these deferred amounts will be made in the form of KeyCorp common shares following the applicable vesting date(s).
Mandatory Deferral. Section 6.3.
Mandatory Deferral. (a) So long as any Mandatory Deferral Event has occurred and is continuing, the LLC shall not pay any distributions on the Preferred Securities in excess of the New Capital Amount and shall not pay any distributions on the Managing Member Interest; provided, that if any cash proceeds received from the issuance and sale of the Company’s Common Shares or the Company’s Perpetual Deferrable Preferred Stock are contributed to the LLC by the Managing Member, the LLC shall pay distributions to the Holders of the Preferred Securities in the amount of the proceeds received to the extent such proceeds do not exceed Net Profits allocated to Holders of Preferred Securities since the Closing Date over distributions of the Preferred Return to Holders of Preferred Securities since the Closing Date; provided, however, that the Company may not issue Perpetual Deferrable Preferred Stock for an amount in excess of $75,000,000 for all Mandatory Deferral Events.
Mandatory Deferral. (a) If, as of any Interest Payment Date, a Mandatory Deferral Event has occurred and is continuing, the Company and the Guarantor shall be required to defer payment of all (and not less than all) of the interest accrued on the Notes as of such Interest Payment Date. Accrued and unpaid interest will be due and payable at the end of a Mandatory Deferral Period, subject to the right of the Company and the Guarantor to continue deferral of payments as provided under Section 2.09. Any accrued interest under this Section 2.08, the payment of which is so deferred, so long as such interest remains unpaid, will constitute Arrears of Interest and will be subject to Section 2.07.
Mandatory Deferral. If (1) a Participant becomes entitled to a cash payment of part or all of an Incentive Bonus because the Participant did not elect to defer all of the Incentive Bonus, (2) the Company determines that section 162(m) of the Code may not allow the Company to take a deduction for part or all of the Incentive Bonus and, (3) effective June 1, 1999, a Change of Control has not occurred, then, the payment of the amount of the Incentive Bonus that is not deductible by the Company will be delayed and deferred under the provisions of the Plan until the 76th day following the end of the Plan Year in which the Incentive Bonus was earned, on which date the total Incentive Bonus will be paid immediately. The Committee may waive the mandatory deferral required by this Section 3.3 with respect to a Participant who is not a member of the Committee but such waiver shall only be made on an individual basis and at the time the Incentive Bonus is determined and awarded.
