Common use of Deferred Compensation Account Clause in Contracts

Deferred Compensation Account. As of the Effective Date, the Company shall establish on the books of the Company in the name of Officer an account to which shall be credited an amount equal to ten percent (10%) of Officer’s combined annual base salary and annual incentive compensation (“ Eligible Compensation ”) earned for the period which begins January 1, 2008 and ends on the following December 31, 2008 (a “ Plan Year ”), and each Plan Year thereafter (subject to the annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan). As of the end of each Plan Year, Officer’s bookkeeping account will be credited with ten per cent (10%) of Officer’s Eligible Compensation for such Plan Year, subject to the annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan. If, during a Plan Year, Officer ceases to be eligible to participate in the Plan, Officer’s bookkeeping account shall be credited with ten per cent (10%) of (a) Officer’s Eligible Compensation related to base salary earned for the portion of such Plan Year during which Officer was a participant in the Plan, and (b) that amount of Officer’s Eligible Compensation related to the Company’s annual Incentive Compensation Program (or comparable annual bonus plan) payable to the Officer, if any, for the portion of such Plan Year during which Officer was a participant in the Plan, as determined by the Committee. Each Plan Year in which the Plan is continued, the balance in Officer’s bookkeeping account shall be credited on a monthly basis with interest (“ Interest Equivalent Rate ”). The Interest Equivalent Rate shall be established by the Committee, or its designee, in the Committee’s or its designee’s sole discretion, prior to the beginning of each Plan Year, but shall generally be equivalent to the “expected return on assets” under the Trinity Standard Pension Plan. Once established, the Interest Equivalent Rate shall remain the same for the entire Plan Year. At the end of each calendar month, the balance in the Officer’s deferred compensation account as of the immediately preceding month will be multiplied by the Interest Equivalent Rate divided by 12. The resulting interest amount shall then be credited to Officer’s bookkeeping account. The total of the amounts credited to Officer’s bookkeeping account shall be payable in the manner and subject to the conditions hereinafter set forth. For purposes of determining Officer’s Eligible Compensation, base salary shall be defined as that amount specifically approved by the Company as base salary and shall exclude other payments such as perquisite allowance, insurance reimbursements, special awards, etc., as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. For purposes of determining Officer’s Eligible Compensation, annual incentive compensation shall mean all amounts earned under the Company’s annual Incentive Compensation Program (or comparable annual bonus plan) for a given year whether payable currently or over a period of future years and excludes equity compensation except as awarded in lieu of cash under the annual Incentive Compensation Program, in each such case as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. The Committee will make an annual determination regarding whether to continue the Plan for the next Plan Year and whether Officer shall continue to be eligible to participate in the Plan for such Plan Year. In the event Officer’s participation in the Plan is terminated, as of the date of termination of Officer’s participation, no further deferrals of Eligible Compensation shall be added to Officer’s bookkeeping account. Officer’s bookkeeping account shall, however, continue to be maintained and administered (including monthly credits of interest at the Interest Equivalent Rate in effect for the Plan Year) in accordance with the terms of the Plan. Unless the Committee discontinues Officer’s participation in the Plan, his/her participation in the Plan shall continue in like manner for each Plan Year after the first Plan Year for so long as Officer shall continue his/her employment with the Company.

Deferred Compensation Account. As of the Effective Date, the Company shall establish on the books of the Company in the name of Officer an account to which shall be credited an amount equal to ten percent a percentage (10%as described below) of Officer’s combined annual base salary and annual incentive compensation (“ “Eligible Compensation Compensation”) earned for relating to the period which begins commencing on January 1 and ending on December 31 of each calendar year (each, a “Plan Year”), with the first Plan Year commencing on January 1, 2008 2019 and ends ending on the following December 31, 2008 2019 (a “ the “First Plan Year Year”), and each Plan Year thereafter (subject to the annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan). As of the end of each Plan Year, Officer’s bookkeeping account will be credited with an amount equal to ten per cent percent (10%) of Officer’s Eligible Compensation for such Plan Year, subject to the annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan. If, during a Plan Year, Officer ceases to be eligible to participate in the Plan, Officer’s bookkeeping account shall be credited with ten per cent percent (10%) of (a) Officer’s Eligible Compensation related to base salary earned payable for the portion of such Plan Year during which Officer was a participant in the Plan, and (b) that amount of Officer’s Eligible Compensation related to the Company’s annual Incentive Compensation Program (or comparable annual bonus plan) payable to the Officer, if any, for the portion of such Plan Year during which Officer was a participant in the Plan, as determined by the Committee; provided that, if Officer’s eligibility to participate in the Plan ceases during the First Plan Year, the months of January and February of 2019 shall be included for purposes of calculated the pro-rated amount that is credited to Officer’s account under clause (a) above. Each Plan Year in which the Plan is continued, the balance in Officer’s bookkeeping account shall be credited on a monthly basis with interest (“ “Interest Equivalent Rate Rate”). The Interest Equivalent Rate shall be established by the Committee, or its designee, in the Committee’s or its designee’s sole discretion, prior to the beginning of each Plan Year, but shall generally be equivalent to the “expected return on assets” under the Trinity Standard Pension Plan. Once established, the Interest Equivalent Rate shall remain the same for the entire Plan Year. At the end of each calendar month, the balance in the Officer’s deferred compensation bookkeeping account as of the immediately preceding month will be multiplied by the Interest Equivalent Rate divided by 12. The resulting interest amount shall then be credited to Officer’s bookkeeping account. The total of the amounts credited to Officer’s bookkeeping account shall be payable in the manner and subject to the conditions hereinafter set forth. If, during a Plan Year, Officer’s bookkeeping account balance reaches two times Officer’s annual base salary plus target annual incentive compensation amount as of the Effective Date, crediting of amounts other than interest will be discontinued. For purposes of determining Officer’s Eligible Compensation, base salary shall be defined as that amount specifically approved by the Company as base salary and shall exclude other payments such as perquisite allowance, insurance reimbursements, special awards, etc., as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. For purposes of determining Officer’s Eligible Compensation, annual incentive compensation shall mean all amounts earned under the Company’s annual Incentive Compensation Program (or comparable annual bonus plan) for a given year whether payable currently or over a period of future years and excludes equity compensation except as awarded in lieu of cash under the annual Incentive Compensation Program, in each such case as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. The Committee will make an annual determination regarding whether to continue the Plan for the next Plan Year and whether Officer shall continue to be eligible to participate in the Plan for such Plan Year. In the event Officer’s participation in the Plan is terminated, as of the date of termination of Officer’s participation, no further deferrals of Eligible Compensation shall be added to Officer’s bookkeeping account. Officer’s bookkeeping account shall, however, continue to be maintained and administered (including monthly credits of interest at the Interest Equivalent Rate in effect for the Plan Year) in accordance with the terms of the Plan. Unless the Committee discontinues Officer’s participation in the Plan, his/her participation in the Plan shall continue in like manner for each Plan Year after the first Plan Year for so long as Officer shall continue his/her employment with the Company.

Deferred Compensation Account. As (a) The Company shall continue to maintain a deferred compensation account (“Account”) in the Employee’s name on its records. The Account shall continue to be credited with the amounts credited to Employee pursuant to the Prior Agreement. Commencing for the fiscal year of the Effective DateCompany ending December 31, 2006, on or before May 1 on each year during the Term of the Employment Agreement for which the Company’ s Annual Operating Income Targets are met for the preceding fiscal year, the Company shall establish on credit an amount to Employee’s Account equal to $15,000, and for every 1% the books actual Operating Income for such year exceeds the Annual Operating Income Target, the amount credited to the Account shall be increased by $1,000, up to a maximum aggregate annual credit of $30,000. The value of the Company Account shall be determined on each Valuation Date (as hereinafter defined) as if the Account were invested in the name of Officer an account to which shall be credited an amount equal to ten percent “Vanguard Index Trust — 500 Portfolio” (10%) of Officer’s combined annual base salary and annual incentive compensation (“ Eligible Compensation ”) earned for the period which begins January 1or a similar index fund replacing such Index, 2008 and ends on the following December 31, 2008 (a “ Plan Year “Vanguard Index Fund”), and each Plan Year thereafter as amounts are credited to the Account, they will be treated as if they were invested as soon as practicable in the Vanguard Index Fund (subject to the annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan). As of the end of each Plan Year, Officer’s bookkeeping account will be credited with ten per cent (10%) of Officer’s Eligible Compensation for such Plan Year, subject to the annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan. If, during a Plan Year, Officer ceases to be eligible to participate in the Plan, Officer’s bookkeeping account shall be credited with ten per cent (10%) of (a) Officer’s Eligible Compensation related to base salary earned for the portion any expenses or costs of such Plan Year during which Officer was a participant in investment); provided that, the Plan, and (b) that amount of Officer’s Eligible Compensation related to the Company’s annual Incentive Compensation Program (or comparable annual bonus plan) payable to the Officer, if any, for the portion of such Plan Year during which Officer was a participant in the Plan, as determined by the Committee. Each Plan Year Company may provide alternative investment options in which the Plan Account is continueddeemed to be invested and may permit the Employee to elect periodically the investment option (or options) in which his Account is deemed to be invested. When the Employee (or his beneficiary) becomes entitled to payment of benefits under this Agreement, he shall be entitled to receive the balance in Officer’s bookkeeping account shall be credited on a monthly basis with interest (“ Interest Equivalent Rate ”). The Interest Equivalent Rate shall be established by the Committee, or its designee, in the Committee’s or its designee’s sole discretion, prior to the beginning of each Plan Year, but shall generally be equivalent to the “expected return on assets” under the Trinity Standard Pension Plan. Once established, the Interest Equivalent Rate shall remain the same for the entire Plan Year. At the end of each calendar month, the balance in the Officer’s deferred compensation account his Account as of the immediately preceding month will be multiplied by the Interest Equivalent Rate divided by 12Valuation Date (“Account Balance”). The resulting interest amount shall then be credited to Officer’s bookkeeping account. The total of the amounts credited to Officer’s bookkeeping account Valuation Date(s) shall be payable in the manner January 1st of each calendar year, and subject to the conditions hereinafter set forth. For purposes of determining Officer’s Eligible Compensation, base salary shall such other dates (if any) as may be defined as that amount specifically approved designated by the Company as base salary and shall exclude other payments such as perquisite allowance, insurance reimbursements, special awards, etc., as determined by on which the Committee or its designee, in the CommitteeEmployee’s or its designee’s sole discretion. For purposes of determining Officer’s Eligible Compensation, annual incentive compensation shall mean all amounts earned under the Company’s annual Incentive Compensation Program (or comparable annual bonus plan) for a given year whether payable currently or over a period of future years and excludes equity compensation except as awarded in lieu of cash under the annual Incentive Compensation Program, in each such case as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretionAccount will be valued. The Committee will make an annual determination regarding whether to continue the Plan for the next Plan Year Employee’s interest in his Account Balance shall at all times be 100% vested and whether Officer shall continue to be eligible to participate in the Plan for such Plan Year. In the event Officer’s participation in the Plan is terminated, as of the date of termination of Officer’s participation, no further deferrals of Eligible Compensation shall be added to Officer’s bookkeeping account. Officer’s bookkeeping account shall, however, continue to be maintained and administered (including monthly credits of interest at the Interest Equivalent Rate in effect for the Plan Year) in accordance with the terms of the Plan. Unless the Committee discontinues Officer’s participation in the Plan, his/her participation in the Plan shall continue in like manner for each Plan Year after the first Plan Year for so long as Officer shall continue his/her employment with the Companynonforfeitable.

Deferred Compensation Account. As of the Effective Date, the Company shall establish on the books of the Company in the name of Officer an account to which shall be credited an amount equal to ten percent (10%) of Officer’s combined annual base salary and annual incentive compensation (“ “Eligible Compensation Compensation”) earned for the period which begins January 1, 2008 and ends on the following December 31, 2008 (a “ “Plan Year Year”), and each Plan Year thereafter (subject to the annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan). As of the end of each Plan Year, Officer’s bookkeeping account will be credited with ten per cent (10%) of Officer’s Eligible Compensation for such Plan Year, subject to the annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan. If, during a Plan Year, Officer ceases to be eligible to participate in the Plan, Officer’s bookkeeping account shall be credited with ten per cent (10%) of (a) Officer’s Eligible Compensation related to base salary earned for the portion of such Plan Year during which Officer was a participant in the Plan, and (b) that amount of Officer’s Eligible Compensation related to the Company’s annual Incentive Compensation Program (or comparable annual bonus plan) payable to the Officer, if any, for the portion of such Plan Year during which Officer was a participant in the Plan, as determined by the Committee. Each Plan Year in which the Plan is continued, the balance in Officer’s bookkeeping account shall be credited on a monthly basis with interest (“ “Interest Equivalent Rate Rate”). The Interest Equivalent Rate shall be established by the Committee, or its designee, in the Committee’s or its designee’s sole discretion, prior to the beginning of each Plan Year, but shall generally be equivalent to the “expected return on assets” under the Trinity Standard Pension Plan. Once established, the Interest Equivalent Rate shall remain the same for the entire Plan Year. At the end of each calendar month, the balance in the Officer’s deferred compensation account as of the immediately preceding month will be multiplied by the Interest Equivalent Rate divided by 12. The resulting interest amount shall then be credited to Officer’s bookkeeping account. The total of the amounts credited to Officer’s bookkeeping account shall be payable in the manner and subject to the conditions hereinafter set forth. For purposes of determining Officer’s Eligible Compensation, base salary shall be defined as that amount specifically approved by the Company as base salary and shall exclude other payments such as perquisite allowance, insurance reimbursements, special awards, etc., as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. For purposes of determining Officer’s Eligible Compensation, annual incentive compensation shall mean all amounts earned under the Company’s annual Incentive Compensation Program (or comparable annual bonus plan) for a given year whether payable currently or over a period of future years and excludes equity compensation except as awarded in lieu of cash under the annual Incentive Compensation Program, in each such case as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. The Committee will make an annual determination regarding whether to continue the Plan for the next Plan Year and whether Officer shall continue to be eligible to participate in the Plan for such Plan Year. In the event Officer’s participation in the Plan is terminated, as of the date of termination of Officer’s participation, no further deferrals of Eligible Compensation shall be added to Officer’s bookkeeping account. Officer’s bookkeeping account shall, however, continue to be maintained and administered (including monthly credits of interest at the Interest Equivalent Rate in effect for the Plan Year) in accordance with the terms of the Plan. Unless the Committee discontinues Officer’s participation in the Plan, his/her participation in the Plan shall continue in like manner for each Plan Year after the first Plan Year for so long as Officer shall continue his/her employment with the Company.