Common use of On and After a Change in Control Clause in Contracts

On and After a Change in Control. Following a Change in Control and the delivery to the Trustee of a written notice from the Participant Representatives of the Company’s failure to make a benefit payment or payments owing to a Participant under the Plan after the Participant’s written request for such payment to the Plan Administrator, the Trustee shall, within ten days after the receipt thereof by the Trustee, (i) provide a copy of such notice to the Participant, the Company, and the Trust Actuary, and (ii) direct the Trust Actuary to verify and calculate the Plan benefit to which the Participant is entitled as soon as possible, based upon the Benefit Calculation Data and Plan documentation most recently provided to the Trustee under Sections 2.01(b) and 7.09, respectively. The Trustee shall thereafter pay such benefit to the Participant in the form, amount or amounts, and at the time or times specified by the Trust Actuary in writing to the Trustee, to the extent not paid by the Company from its general funds and subject to adjustment as provided in Section 2.04 at the time said payment or payments are due. In addition, upon a Determination of Taxability, the Trustee shall pay to the Participants all of the assets comprising the Trust Fund in proportion to the amounts previously included or which will be required to be included in each respective Participant’s gross income for federal income tax purposes with respect to the Trust Fund as specified in writing by the Trust Actuary, whereupon the Trust shall be terminated. 4. Section 5.01 of the Agreement is amended to read as follows:

On and After a Change in Control. Following a Change in Control and the delivery to the Trustee of a written notice from the Participant Representatives of the Company’s failure to make a benefit payment or payments owing to a Participant under the Plan after the Participant’s written request for such payment to the Plan Administrator, the Trustee shall, within ten days after the receipt thereof by the Trustee, (i) provide a copy of such notice to the Participant, the Company, and the Trust Actuary, and (ii) direct the Trust Actuary to verify and calculate the Plan benefit to which the Participant is entitled as soon as possible, based upon the Benefit Calculation Data and Plan documentation most recently provided to the Trustee under Sections 2.01(b) and 7.09, respectively. The Trustee shall thereafter pay such benefit to the Participant in the form, amount or amounts, and at the time or times specified by the Trust Actuary in writing to the Trustee, to the extent not paid by the Company from its general funds and subject to adjustment as provided in Section 2.04 at the time said payment or payments are due. In addition, upon a Determination of Taxability, the Trustee shall pay to the Participants all of the assets comprising the Trust Fund in proportion to the amounts previously included or which will be required to be included in each respective Participant’s gross income for federal income tax purposes with respect to the Trust Fund as specified in writing by the Trust Actuary, whereupon the Trust shall be terminated. 45. Section 5.01 of the Agreement is amended to read as follows: