Retention Amount

Retention Amount. Means $[ ] in cash, as such amount may be adjusted from time to time pursuant to Section 2(c).

Retention Amount. Shall be: (i) a lump sum payment equal to $1,127,964; and 7 (ii) for purposes of determining the Executive's benefit under the SERP Agreement an additional thirty-six (36) months of age and of service shall be credited, determined as follows: (A) The additional thirty-six (36) months of age and service shall be applied for purposes of benefit accrual, vesting, eligibility for early retirement,... subsidized early retirement factors, actuarial equivalence and any other purposes under the SERP Agreement. (B) Any provision under the SERP Agreement prohibiting the accrual of any additional benefits after the Executive has been credited with more than a stated number of years of service shall be disregarded. (C) For purposes of determining the amount of the Executive's benefit under the SERP Agreement, the reduction in respect of the benefit paid under the Retirement Plan shall be based on the Executive's actual Retirement Plan benefit (that is, without any additional deemed service). (D) For purposes of determining the Early Retirement Benefit and other forms of benefit under the SERP Agreement, if the Executive is less than fifty-five (55) years of age, the Executive shall be deemed to be at least fifty-five (55) years of age on the date the Executive's employment with the Company terminates, notwithstanding the Executive's actual age, if less. (E) The Benefit Computation Base (as defined in the SERP Agreement) shall be determined as if it were being calculated at the end of the thirty-six (36) month period of service credited to the Executive under this paragraph (ii) and as if during such thirty-six (36) additional month period the Executive's annualized compensation was the same as such compensation for (I) the Year during which the Executive's employment is terminated, or, (II) 8 any Year before the Effective Date occurred, whichever is greater. The parties hereto agree that (i) any bonus amount that would normally be payable in 2005, but is accelerated into 2004 shall be taken into account in determining the Executive's Benefit Computation Base under this paragraph (E) as if it had been paid in 2005, (ii) no amounts payable pursuant to Sections 5, 6 and 7 shall be taken into account in determining the Executive's benefits under the SERP Agreement, and (iii) the SERP Agreement shall be amended accordingly, if necessary. (F) Any amendment to the Retirement Plan after the date hereof shall be disregarded to the extent that the application of such amendment would decrease the total amount of the benefits provided for in this paragraph (ii). (G) The Executive shall be entitled to a lump sum distribution of SERP Agreement benefits in all events, and the Company shall not be entitled to require payment over a longer period. If the Executive elects a lump sum payment (i) the actuarial equivalent benefit shall be determined in accordance with the provisions of the Retirement Plan as in effect immediately prior to the Effective Date, or as in effect on termination of the Executive's employment, whichever creates the greater benefit, and (ii) the lump sum payment shall, unless deferred in advance by the Executive pursuant to reasonable criteria consistent with the requirements of the Code, be made within thirty (30) days following the termination of the Executive's employment. (H) An example of the SERP calculation described by this Agreement will be appended hereto as Exhibit A as soon as reasonably practicable following the Merger Agreement Date. View More

Retention Amount. Shall mean $ .

Retention Amount. For any Eligible Employee, a lump sum cash payment equal to the Eligible Employee's Base Salary as in effect immediately prior to the Distribution Event; provided, however, that, if the Distribution Event follows a Change in Control, Base Salary shall not be less than the Eligible Employee's highest rate of Base Salary in effect within the 12-month period immediately preceding the Change in Control.