HER ACCOUNTS IS TO BE DISTRIBUTED AT THE TIME SUCH PARTICIPANT MAKES, AND
AS A PART OF, AN ELECTION TO DEFER THE DIRECTOR'S FEES CREDITED TO THAT ACCOUNT.
THE PARTICIPANT MAY MAKE A SEPARATE ELECTION WITH RESPECT TO EACH OF HIS OR HER
ACCOUNTS.
(C)
A PARTICIPANT MAY CHANGE THE TIMING AND/OR
FORM OF DISTRIBUTION FOR ONE OR MORE OF HIS OR HER ACCOUNTS AT ANY TIME, SO LONG
AS SUCH CHANGE IS REQUESTED IN WRITING (AND SUCH REQUEST IS FILED WITH THE
COMPANY) AT LEAST TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH ANY OF THE
ACCOUNTS TO WHICH IT RELATES IS SCHEDULED TO BE DISTRIBUTED OR TO COMMENCE TO BE
DISTRIBUTED AND THE NEW PAYMENT DATE IS AT LEAST SIXTY (60) MONTHS AFTER THE
ORIGINAL PAYMENT DATE; PROVIDED, HOWEVER, THAT THE PARTICIPANT MAY NOT MAKE MORE
THAN ONE SUCH CHANGE. ANY CHANGE THAT IS REQUESTED BY A PARTICIPANT WITHIN
TWELVE (12) MONTHS OF THE DATE ON WHICH ANY OF THE ACCOUNTS TO WHICH IT RELATES
IS SCHEDULED TO BE DISTRIBUTED OR TO COMMENCE TO BE DISTRIBUTED, OR A SECOND
CHANGE TO THE TIMING AND/OR FORM OF DISTRIBUTION FOR ANY OF THE PARTICIPANT'S
ACCOUNTS, SHALL BE NULL AND VOID.
5.2
Change of Control.
(A)
NOTWITHSTANDING SECTION 5.1 ABOVE, IF THE
COMPANY AMENDS THE PLAN, FOLLOWING A "CHANGE OF CONTROL," AS DEFINED IN
SUBSECTION 5.2(B) BELOW, ALL ACCOUNT BALANCES SHALL BE FULLY VESTED AND SHALL BE
PAID IN A SINGLE LUMP SUM WITHIN 30 DAYS.
(B)
FOR PURPOSES OF THIS SECTION 5.2, "CHANGE OF
CONTROL" MEANS ANY ONE OF THE FOLLOWING:
(I)
THE ACQUISITION AFTER THE EFFECTIVE DATE
OF THIS PLAN BY ANY INDIVIDUAL, ENTITY OR GROUP (WITHIN THE MEANING OF
SECTION 13(D) (3) OR 14(D) (2) OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT")) (A "PERSON") OF BENEFICIAL OWNERSHIP (WITHIN THE
MEANING OF RULE 13D-3 PROMULGATED UNDER THE EXCHANGE ACT) OF 15% OR MORE OF
EITHER (1) THE
4
THEN OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY (THE "OUTSTANDING COMPANY
COMMON STOCK") OR (2) THE COMBINED VOTING POWER OF THE THEN OUTSTANDING VOTING
SECURITIES OF THE COMPANY ENTITLED TO VOTE GENERALLY IN THE ELECTION OF
DIRECTORS (THE "OUTSTANDING COMPANY VOTING SECURITIES") PROVIDED, HOWEVER, THAT
THE FOLLOWING ACQUISITIONS SHALL NOT CONSTITUTE A CHANGE OF CONTROL:
(A)
ANY ACQUISITION DIRECTLY FROM THE COMPANY,
(B)
ANY ACQUISITION BY THE COMPANY,
(C)
ANY ACQUISITION BY ANY EMPLOYEE BENEFIT PLAN
(OR RELATED TRUST) SPONSORED OR MAINTAINED BY THE COMPANY OR ANY CORPORATION
CONTROLLED BY THE COMPANY,
(D)
ANY ACQUISITION PREVIOUSLY APPROVED BY AT
LEAST A MAJORITY OF THE MEMBERS OF THE INCUMBENT BOARD (AS SUCH TERM IS
HEREINAFTER DEFINED),
(E)
ANY ACQUISITION APPROVED BY AT LEAST A
MAJORITY OF THE MEMBERS OF THE INCUMBENT BOARD WITHIN FIVE BUSINESS DAYS AFTER
THE COMPANY HAS NOTICE OF SUCH ACQUISITION,
(F)
ANY ACQUISITION BY ANY CORPORATION PURSUANT
TO A TRANSACTION THAT COMPLIES WITH CLAUSES (1) (2), AND (3) OF
SUBSECTION (III) OF THIS SECTION 5.2,
(G)
ANY PERSON BECOMES THE