Examples of CARs Benefit in a sentence
Except as set forth in Section 3.5, the Plan Committee shall effect no termination that diminishes the ability of a Participant who has already been awarded a CARs Award pursuant to this Plan to earn a CARs Benefit under this Plan unless it provides such Participant with a benefit determined by the Plan Committee in its sole discretion to be of comparable value.
If an error or omission is discovered in the CARs Benefit payable to a Participant, or in the amount paid to a Participant, the Plan Committee will make such equitable adjustments in the records of the Plan as may be necessary or appropriate to correct such error or omission as of the date on which such error or omission is discovered.
If in connection with a Change of Control of the Corporation, the stockholders of the Corporation are required to provide indemnification to the purchaser in connection therewith, each Participant agrees that accrual and payment of such Participant’s CARs Benefit shall be contingent on such Participant agreeing in writing to be liable for his or her Proportionate Share of such indemnification to the same extent as if such Participant was a stockholder.
However, the termination of the Plan pursuant to this Section 6.3(c) shall not affect the accrual of a CARs Benefit pursuant to Article 3 upon such Change of Control.
The earned CARs Benefit of a Participant shall be paid to the Participant, and may be subject to forfeiture upon the occurrence of certain events, in accordance with Article 4.
If such Participant does not claim the CARs Benefit within five years following the date of the Change of Control, the CARs Benefit shall be forfeited and the amount of the CARs Benefit shall be paid to the stockholders of the applicable Corporation on a proportional basis.
For purposes of the preceding sentence, as an example to demonstrate when further cash payments might be necessary beyond the withholding described in Section 7.14, if 28% federal withholding is applied to the Participant’s CARs Benefit, but the Participant is actually in a 39% marginal federal income tax bracket, another 11% of the Participant’s CARs Benefit must be paid in cash to accommodate the extra 11% of tax (39% minus 28%) that the Participant will subsequently owe based on the CARs Benefit.
However, no Participant in this Plan shall earn any CARs Benefit under this Plan with respect to the Corporation unless and until the date of a Change of Control has occurred with respect to the Corporation in accordance with Section 3.4.
If a Participant fails to deliver written notice of a claim within the ten (10) calendar day period required by this Section 7.2, such Participant shall be deemed to have accepted the decision of the Plan Committee or the calculation of his or her CARs Benefit and no claim may be made hereunder.
Upon the date of such Change of Control, each Participant that holds CARs Awards shall immediately earn his or her CARs Benefit with respect to the Corporation, calculated as of the date of such Change of Control, and no further CARs Benefits shall be earned under this Plan with respect to the Corporation.