Deferral agreement clause samples

Full Force and Effect; Limitations of Deferral Agreement.Other than as expressly provided in the Deferral Agreement, the terms of the Loan Agreement remain in full force and effect.Bank's agreement to defer principal payments pursuant to the Deferral Agreement in no way shall constitute a waiver of or forbearance from any existing defaults under any of the Loan Documents, nor shall it obligate Bank to defer any future payments or waive or forbear from any future defaults under any of the Loan Documents.Nothing in the Deferral Agreement shall constitute a satisfaction of the Obligations.It is the intention of Bank and Borrower to retain as liable parties all makers of Loan Documents, unless the party is expressly released by Bank in writing.No maker will be released by virtue of the Deferral Agreement.

Each of the undersigned (collectively, the "Additional Borrowers") is a party to the Loan Agreement and hereby agrees to the terms and conditions set forth in the Deferral Agreement.Upon its execution hereof, each Additional Borrower shall be deemed to be a party to the Deferral Agreement.

Each of the undersigned, in its capacity as a guarantor or pledgor of the Obligations under the Loan Agreement and the other Loan Documents, acknowledges receipt of the Deferral Agreement.Each of the undersigned further: (i) consents to the Deferral Agreement and the transactions and agreements contemplated thereby; (ii)reaffirms and acknowledges its continuing obligations under the guaranty, pledge agreement or other Loan Document(s) to which it is a party, and that such obligations remain in full force and effect; and (iii)acknowledges that Bank may, but shall be under no obligation to, obtain from the undersigned from time to time further acknowledgment of its continuing obligation under such agreement(s) or with respect to any extension of the time for payment of the Obligations or of any amendment of the terms thereof, waiver of any default, or forbearance in the exercise of any remedy afforded Bank by the terms of such Obligations or by law.

Nothing contained in this Plan or in a Deferral Agreement shall cause this Plan to be a funded retirement plan. CSX may, in its sole discretion and to the extent such funding would not trigger a tax on affected Members under Code Section409A(b)(3), fund one or more trusts to assist it in discharging its obligations hereunder. Neither the Member, his or her beneficiary, contingent beneficiaries, heirs or personal representatives shall have any right, title or interest in or to any funds of any Trust or the Affiliated Companies on account of this Plan or on account of having completed a Deferral Agreement. The assets held in any Trust shall be subject to the claims of creditors of the applicable Affiliated Companies, and the Trust’s assets shall be used to discharge said claims in the event of the applicable Affiliated Companies’ insolvency. Each Member shall have the status of a general unsecured creditor of the Affiliated Companies and this Plan constitutes a mere promise by the applicable Affiliated Companies to make benefit payments in the future.

Roth Elective Deferral Contributions means a Participant’s Elective Deferral Contributions that are not excludible from the Participant’s gross income at the time deferred and have been irrevocably designated as Roth Elective Deferral Contributions by the Participant in his Elective Deferral Agreement. Whether an Elective Deferral Contribution is not excludible from a Participant’s gross income will be determined in accordance with section 1.401(k)-1(f)(2) of the regulations. In the case of a Self-employed Individual, an Elective Deferral Contribution is not excludible from gross income only if the individual does not claim a deduction for such amount.

(a) The amount of each Elective Deferral Contribution for a Participant (including a Participant who has had a Severance from Employment) shall be equal to a portion of Compensation as specified in an Elective Deferral Agreement. Such Elective Deferral Contribution shall not be made before the later of (i)the adoption or effective date of the cash or deferred arrangement (CODA) or (ii)the date the Participant signs the Elective Deferral Agreement. An Employee who is eligible to participate in the Plan for purposes of Elective Deferral Contributions may file an Elective Deferral Agreement with the Employer. The Participant shall modify or terminate an Elective Deferral Agreement by filing a new Elective Deferral Agreement. An Elective Deferral Agreement shall remain in effect until modified or terminated by a Participant. An Elective Deferral Agreement may also be terminated according to the terms of an automatic contribution arrangement. An Elective Deferral Agreement to start or modify Elective Deferral Contributions shall be effective as soon as administratively feasible on or after the Participant’s Entry Date (Reentry Date, if applicable) or any following date. An Elective Deferral Agreement must be entered into on or before the date it is effective.

(i) An election to defer Base Salary under his or her Deferral Agreement shall be cancelled during any six-month Savings Plan suspension period and no amount shall be deferred under this Plan under the Eligible Employee’s Deferral Agreement with respect to any Base Salary that is paid during a six-month Savings Plan suspension period. Any Base Salary payment that would have been deferred pursuant to a Deferral Agreement but for the application of this Section3.03(d) shall be paid to the Eligible Employee as if he or she had not entered into the Deferral Agreement. An Eligible Employee whose Base Salary deferral election under his or her Deferral Agreement is cancelled in accordance with the provisions of this Section3.03(d)(i) may elect to defer Base Salary for any Plan Year commencing after he or she is again permitted to contribute to such 401(k) plan by filing a new Deferral Agreement in accordance with the provisions of Section3.01 or 3.02, as applicable, and this Section3.03.

2.15Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement between a Participant and the Company that specifies: (i) the amount of each component of Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV, and (ii) the Payment Schedule applicable to one or more Accounts. The Plan Administrator may permit different deferral amounts for each component of Compensation and may establish a minimum or maximum deferral amount for each such component.

2.17 Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement between a Participant and a Participating Employer that specifies: (i)the amount of each component of Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV, and (ii)the Payment Schedule applicable to one or more Accounts. The Committee may permit different deferral amounts for each component of Compensation and may establish a minimum or maximum deferral amount for each such component. Unless otherwise specified by the Committee in the Compensation Deferral Agreement, Participants may defer up to (75%)of Employee Compensation and up to (100%)of Director Compensation for a Plan Year. A Compensation Deferral Agreement may also specify the investment allocation described in Section8.4.

2.39 Specified Date Account. Specified Date Account means an Account established by the Committee to record the amounts payable at a future date as specified in the Participant’s Compensation Deferral Agreement. Unless otherwise determined by the Committee, a Participant may maintain no more than five Specified Date Accounts. A Specified Date Account may be identified in enrollment materials as an “In-Service Account” or such other name as established by the Committee without affecting the meaning thereof.

8.1 Valuation. Deferrals shall be credited to appropriate Accounts on the date such Compensation would have been paid to the Participant absent the Compensation Deferral Agreement. Company Contributions shall be credited to the Retirement/Termination Account at the times determined by the Committee. Valuation of Accounts shall be performed under procedures approved by the Committee.

2.15 Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement between a Participant and the Company, written or electronic, that specifies (i) the amount of each component of Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV, and (ii) the Payment Schedule applicable to one or more Accounts. The Committee may permit different deferral amounts for each component of Compensation and may establish a minimum or maximum deferral amount for each such component. Unless otherwise specified by the Committee in the Compensation Deferral Agreement, Employees may defer up to 75% of their base salary and up to 90% of other types of Compensation for a Plan Year, and Directors may defer up to 100% of Compensation. A Compensation Deferral Agreement may also specify the investment allocation described in Section 8.4.

2.34 Specified Date Account.A Specified Date Account means an Account established pursuant to Section 4.3 that will be paid (or that will commence to be paid) at a future date as specified in the Participant’s Compensation Deferral Agreement. Unless otherwise determined by the Committee, a Participant may maintain no more than five (5) Specified Date Accounts. A Specified Date Account may be identified in enrollment materials as an “In-Service Account”.

2.12 Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement between a Participant and a Participating Employer that specifies: (i)the amount of each component of compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV, and (ii)the Payment Schedule applicable to one or more Accounts.

7.1 Valuation. Deferrals shall be credited to appropriate Accounts on the date such compensation would have been paid to the Participant absent the Compensation Deferral Agreement. Company contributions shall be credited to the Retirement/Termination Account at the times related contributions are credited to the Long-Term Savings Plan or, if there are no related contributions, at the times determined by the Plan Administration Committee. Valuation of Accounts shall be performed under procedures approved by the Plan Administration Committee.

3.03 Crediting to Deferral Account The amount of Deferrals shall be credited to such Participant’s Deferral Account on the day such Bonus would have otherwise been paid to the Participant in the absence of a Deferral Agreement. Deferrals credited to a Participant’s Deferral Account which are deemed invested in a Corporation phantom stock fund will be credited based on the fair market value of the Corporation’s common stock on that day.

8.1Valuation. Deferrals shall be credited to appropriate Accounts on the date such Compensation would have been paid to the Participant absent the Compensation Deferral Agreement. Company Contributions shall be credited to the Retirement/Termination Account at the times determined by the Plan Administrator. Valuation of Accounts shall be performed under procedures approved by the Plan Administrator.

2.24 Flex Account. Flex Account means a Separation Account or Specified Date Account established under the terms of a Participant’s Compensation Deferral Agreement. Unless the Committee specifies otherwise, a Participant may maintain no more than six (6)Flex Accounts at any one time.

2.34 Specified Date Account. Specified Date Account means an Account established by the Committee to record the amounts payable in a future year as specified in the Participant’s Compensation Deferral Agreement. The Committee may limit the number of Specified Date Accounts that may be maintained at any one time by a Participant, as set forth in the Plan’s enrollment materials.

2.33Specified Date Account. Specified Date Account means an Account established by the Committee to record the amounts payable in a future year as specified in the Participant’s Compensation Deferral Agreement. The Committee may limit the number of Specified Date Accounts that may be maintained at any one time by a Participant, as set forth in the Plan’s enrollment materials.

Section 2.39Specified Date Account. Specified Date Account means an Account established by the Plan Administration Committee to record the amounts payable at a future date as specified in the Participant’s Compensation Deferral Agreement. A Specified Date Account may be identified in enrollment materials as an “In-Service Account” or such other name as established by the Plan Administration Committee without affecting the meaning thereof. Specified Date Accounts consist solely of Deferrals made for services performed on or after January 1, 2015. A Participant may have no more than five Specified Date Accounts at any one time.

2.9Deferral Agreement. Deferral Agreement means the agreement or agreements entered into by an Eligible Employee which specify the Eligible Employee’s Deferral Amount.

(a)Deferral Agreement. Each Eligible Employee may elect, by entering into a Deferral Agreement with the Company, to defer any portion up to fifty percent (50%) (in increments of ten percent (10%)) of the Performance Award otherwise payable to the Eligible Employee for a Performance Period. To be effective to defer the payment of a Performance Award, an Eligible Employee must complete and return a Deferral Agreement to the Company in accordance with procedures established by the Committee before the beginning of the Performance Period. For the avoidance of doubt, an Employee who first becomes an Eligible Employee during a Performance Period shall not be permitted to enter into a Deferral Agreement for the deferral of a Performance Award for such Performance Period. The amount of any Performance Award that is deferred pursuant to the Eligible Employee’s Deferral Agreement is referred to in the Plan as the Deferral Amount.

2.8Deferral Agreement. Deferral Agreement means the agreement or agreements entered into by an Eligible Employee which provide for the deferral of the Eligible Employee’s Restricted Stock Performance Award for a Performance Period.

(a)Deferral Agreement. Each Eligible Employee may elect, by entering into a Deferral Agreement with the Company, to defer payment of all (and not less than all) of the Restricted Stock Performance Award otherwise payable to the Eligible Employee for a Performance Period. To be effective to defer the payment of a Restricted Stock Performance Award, an Eligible Employee must complete and return a Deferral Agreement to the Company in accordance with procedures established by the Committee for such purpose on or before the date that is six (6)months before the end of the Performance Period; provided, however, an Employee who first becomes an Eligible Employee during a Performance Period shall not be permitted to enter into a Deferral Agreement for the deferral of a Restricted Stock Performance Award for such Performance Period.

final installment. With respect to benefits payable in a Lump Sum, the Lump Sum shall be an amount equal to the current value of the Participant's bookkeeping account one month prior to such date elected by the Participant in the Deferral Agreement. The Lump Sum or the initial installment payment shall be paid to the Participant as soon as administratively practicable after the date elected by the Participant, on or about the first day of the month specified by the Participant in the Deferral Agreement (with such month being no less than one month following the Termination of Services), with no interest or earnings being credited after the date the payment is due to be made. Notwithstanding the foregoing, if required by Section 409A of the Code, distribution shall not be made until the expiration of six (6) calendar months from the date the payment was otherwise required to be made and the value of such Participant's Account shall reflect notional earnings for this six-month period.

6.2(a)Except as otherwise provided in this Section6.2, the amount credited to a Participant’s Account shall be paid in one of the following forms:(i)a single lump sum, (ii)60 approximately equal monthly installments or (iii)120 approximately equal monthly installments, as the Participant shall elect in any Deferral Agreement.Such benefit shall be paid or commence within 60 days (with no discretion on the part of the Participant to select the taxable year of payment if the 60-day period straddles a taxable year end) following the date on which the selected distribution event occurs.The Participant shall not be entitled to select a different form of distribution with respect to amounts credited to the Participant Account in each Plan Year.Instead, the distribution form selected by the Participant shall apply to the entire balance of the Participant’s Account.Notwithstanding the foregoing, a new Participant Account shall be established for a Participant who receives or begins receiving distributions from the Participant’s Account pursuant to this Article VI. Deferred Amounts for years subsequent to the year of the distribution event shall be credited to the new Account.The Participant may elect in any Deferral Agreement the form of distribution for the new Account which may be different from the form of distribution elected for the original Account which is in pay status.

2.18 Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement between a Participant and the Company or a Participating Employer that specifies: (i) the amount of each component of Compensation that the Participant has elected to defer to the Plan with respect to a Plan Year in accordance with the provisions of Article IV, and (ii) the Payment Schedules applicable to the Plan Year Account.

7.1. Valuation. Deferrals shall be credited to appropriate Accounts on the date such Compensation would have been paid to the Participant absent the Compensation Deferral Agreement. Valuation of Accounts shall be performed under procedures approved by the Administrative Committee.

Notwithstanding the provisions of the immediately preceding paragraph, Deferrals of Company Stock under the election timing ruleset forth in Section4.2(d)(short-term deferrals) will be paid the later of (a)Separation from Service or (b)the later of five calendar years after the date the Company Stock subject to the election is 100% vested under the applicable service or performance vesting periods or the date specified by the Participant his or her Compensation Deferral Agreement. Company Stock deferred under Section4.2(d)will be held in a separate account (“Transition Stock Account”).

5.1 Timing of Deferral Elections No later than December31 of a Plan Year, each Participant may voluntarily elect to defer all or a portion of his or her Eligible Director Fees to be earned with respect to services performed by a Participant on behalf of the Company for the Service Period commencing in the following Plan Year in accordance with Section6.2, as elected in a Deferral Agreement. Notwithstanding the foregoing, if a Participant first becomes eligible to participate in the Plan during a Plan Year, such Participant may elect to participate in the Plan with respect to Eligible Director Fees that would otherwise be earned for services performed during the Service Period commencing in that Plan Year no later than 30 days following the date such director first becomes a Participant; provided, however, that such election shall apply only to Eligible Director Fees earned for services performed subsequent to the date on which a valid Deferral Agreement is received by the Committee from the Participant.

5.2 Amount of Deferral A Participant may voluntarily elect to defer all or a portion of his or her Eligible Director Fees in 5% increments, as elected by the Participant in a Deferral Agreement. A Participant may make separate elections with respect to his annual cash retainer and any grant of RSUs for a Plan Year.

5.5Education Distributions.A Participant may designate in the Participant Deferral Agreement to have a specified amount of his Participant Deferral Credits credited to the Participant’s Education Account for education distributions on the date or dates specified by the Participant.If the Participant designates more than one Student, the Education Account will be divided into a separate Education Account for each Student, and the Participant may designate in the Participant Deferral Agreement the percentage or dollar amount to be credited to each Education Account.In the absence of a clear designation, all credits made to the Education Account shall be equally allocated to each Education Account.The Employer shall pay to the Participant the balance in the Education Account with respect to the Student at the time and in the manner designated by the Participant in the Participant Deferral Agreement.If the Participant elects to receive education distributions in annual installment payments (over four to six years), the payment of each annual installment shall be made on the anniversary of the date of the first installment payment, and the amount of the annual installment shall be adjusted on such anniversary for credits or debits to the Participant’s Education Account pursuant to Section8 of the Plan.Such adjustment shall be made by dividing the balance in the Education Account on such date by the number of annual installments remaining to be paid hereunder; provided that the last annual installment due under the Plan shall be the entire amount credited to the Participant’s Education Account on the date of payment.Notwithstanding the foregoing, if the Participant incurs a Qualifying Distribution Event prior to the date on which the entire balance of the Education Account has been distributed, then the balance in the Education Account on the date of the Qualifying Distribution Event shall be distributed to the Participant in the same manner and at the same time as his or her remaining Deferred Compensation Account is distributed under Section6 and in accordance with the rules and elections in effect under Section6.