CHANGE IN CONTROL.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY SET FORTH IN A PARTICIPANT'S ANNUAL DISTRIBUTION ELECTION FORM OR THE
PLAN, UPON THE OCCURRENCE OF A CHANGE IN CONTROL, THE COMPANY WILL DISTRIBUTE
ALL PREVIOUSLY UNDISTRIBUTED PLAN ACCOUNTS TO
13
PARTICIPANTS AS SOON AS ADMINISTRATIVELY PRACTICABLE FOLLOWING THE EFFECTIVE
DATE OF SUCH CHANGE IN CONTROL.
5.07
WITHDRAWAL IN THE EVENT OF AN UNFORESEEABLE EMERGENCY.
IN THE
EVENT THAT A PARTICIPANT EXPERIENCES AN UNFORESEEABLE EMERGENCY, THE PARTICIPANT
MAY PETITION THE COMMITTEE TO RECEIVE A PARTIAL OR FULL PAYOUT OF AMOUNTS
CREDITED TO ONE OR MORE OF THE PARTICIPANT'S PLAN ACCOUNTS.
THE COMMITTEE SHALL
DETERMINE, IN ITS SOLE DISCRETION, WHETHER THE REQUESTED PAYOUT SHALL BE MADE,
THE AMOUNT OF THE PAYOUT AND THE PLAN ACCOUNTS FROM WHICH THE PAYOUT WILL BE
MADE; PROVIDED, HOWEVER, THAT THE PAYOUT SHALL NOT EXCEED THE LESSER OF THE
PARTICIPANT'S AGGREGATE VESTED BALANCE OR THE AMOUNT REASONABLY NEEDED TO
SATISFY THE UNFORESEEABLE EMERGENCY PLUS AMOUNTS NECESSARY TO PAY TAXES
REASONABLY ANTICIPATED AS A RESULT OF THE DISTRIBUTION.
IN MAKING ITS
DETERMINATION UNDER THIS SECTION 5.07, THE COMMITTEE SHALL BE GUIDED BY THE
REQUIREMENTS OF SECTION 409A OF THE CODE AND ANY OTHER RELATED PREVAILING LEGAL
AUTHORITIES AND THE COMMITTEE SHALL TAKE INTO ACCOUNT THE EXTENT TO WHICH A
PARTICIPANT'S UNFORESEEABLE EMERGENCY IS OR MAY BE RELIEVED THROUGH
REIMBURSEMENT OR COMPENSATION BY INSURANCE OR OTHERWISE OR BY THE LIQUIDATION BY
THE PARTICIPANT OF HIS OR HER ASSETS (TO THE EXTENT THE LIQUIDATION OF SUCH
ASSETS WOULD NOT ITSELF CAUSE SEVERE FINANCIAL HARDSHIP).
IF, SUBJECT TO THE
SOLE DISCRETION OF THE COMMITTEE, THE PETITION FOR A PAYOUT IS APPROVED, THE
PAYOUT SHALL BE MADE WITHIN 90 DAYS OF THE DATE OF APPROVAL.
5.08
LIMITED WITHDRAWAL IN THE EVENT OF TAXATION.
IF,
FOR ANY REASON, ALL OR ANY PORTION OF A PARTICIPANT'S BENEFIT UNDER THE PLAN
BECOMES TAXABLE TO THE PARTICIPANT PRIOR TO RECEIPT, A PARTICIPANT MAY PETITION
THE COMMITTEE BEFORE A CHANGE IN CONTROL, OR THE TRUSTEE OF THE TRUST AFTER A
CHANGE IN CONTROL, FOR A DISTRIBUTION OF THE STATE, LOCAL OR FOREIGN TAXES OWED
ON THAT PORTION OF HIS OR HER BENEFIT THAT HAS BECOME TAXABLE.
UPON THE GRANT
OF SUCH A PETITION, WHICH GRANT SHALL NOT BE UNREASONABLY WITHHELD, A
PARTICIPANT'S EMPLOYER SHALL, TO THE EXTENT PERMISSIBLE UNDER SECTION 409A OF
THE CODE, DISTRIBUTE TO THE PARTICIPANT IMMEDIATELY AVAILABLE FUNDS IN AN AMOUNT
EQUAL TO THE STATE, LOCAL AND FOREIGN TAXES OWED ON THE PORTION OF THE
PARTICIPANT'S BENEFIT THAT HAS BECOME TAXABLE (WHICH AMOUNT SHALL NOT EXCEED A
PARTICIPANT'S UNPAID AGGREGATE VESTED BALANCE UNDER THE PLAN).
IF THE PETITION
IS GRANTED, THE TAX LIABILITY DISTRIBUTION SHALL BE MADE WITHIN 90 DAYS OF THE
DATE WHEN THE PARTICIPANT'S PETITION IS GRANTED.
SUCH A DISTRIBUTION SHALL
AFFECT AND REDUCE THE BENEFITS TO BE PAID UNDER THE PLAN.
5.09
VALUATION OF PLAN ACCOUNTS PENDING DISTRIBUTION.
TO THE EXTENT
THAT THE DISTRIBUTION OF ANY PORTION OF ANY PLAN ACCOUNT IS DEFERRED, WHETHER
PURSUANT TO THE LIMITATIONS IMPOSED UNDER THIS