Common use of Before a Change in Control Clause in Contracts

Before a Change in Control. The Company shall create a separate Account for each Participant, cause records to be maintained by the Company, or retain a separate recordkeeper as the Company’s agent, reflecting the amount, if any, credited to that Participant in accordance with the terms of the Deferred Compensation Plan for Non-Management Directors of ▇▇▇▇▇▇▇▇▇ Technology Corporation (the “Deferred Compensation Plan”). When a contribution is made, the Company shall notify the Trustee of the amount of such contribution allocable to each Participant’s Account and/or specific plans. The Trustee shall not be required to maintain any separate account records, but shall rely solely upon the information maintained by the Company and the notice to the Trustee as herein provided. The remainder, (or all thereof if no allocation is indicated) of such contribution shall not be specifically allocated to any Plan or any Participant, but shall be available to discharge the Company’s obligations to make benefit payments under any of the Plans in accordance with the applicable provisions of Article V. The Company shall, however, provide to the Trustee, with respect to each Plan, at such intervals as the Company shall determine, but in no event less frequently than annually, a schedule listing each Participant, each Plan under which that Participant has accrued a benefit and the amount of such benefit. The Trustee shall have no responsibility with respect to the determination or accuracy of any such allocations and/or the accrued benefits due any participant or plan as herein provided, but shall rely solely upon such information provided to it by the Company.

Before a Change in Control. The Company Committee shall create a separate Account for each Participant, and cause records to be maintained by the Company, or retain a separate recordkeeper as the Company’s agent, reflecting the amount, if any, credited to that Participant in accordance with the terms of the Deferred Compensation Plan for Non-Management Directors Corporate and Division Officers of ▇▇▇▇▇▇▇▇▇ Technology Corporation (the “Deferred Compensation Plan”). When a contribution is made, the Company Committee shall notify the Trustee of the amount of such contribution allocable to each Participant’s Account and/or specific plans. The Trustee shall not be required to maintain any separate account records, but shall rely solely upon the information maintained by the Company Committee and the notice to the Trustee as herein provided. The remainder, (or all thereof if no allocation is indicated) of such contribution shall not be specifically allocated to any Plan or any Participant, but shall be available to discharge the Company’s and its Affiliates’ obligations to make benefit payments under any of the Plans in accordance with the applicable provisions of Article V. The Company shall, however, provide to the Trustee, with respect to each Plan, at such intervals as the Company Committee shall determine, but in no event less frequently than annually, a schedule listing each Participant, each Plan under which that Participant has accrued a benefit and the amount of such benefit. The Trustee shall have no responsibility with respect to the determination or accuracy of any such allocations and/or the accrued benefits due any participant or plan as herein provided, but shall rely solely upon such information provided to it by the Company.