Annual Allocation Date. The last Business Day in November of each calendar year, or such other annual date, not earlier than the third Monday in February, established by the Committee as the date as of which Shares are allocated to each Share Account in accordance with Section 6.

Allocation Date. “Allocation Date” means the applicable date on which amounts are allocated for the benefit of a Participant. The applicable Allocation Dates shall include # the first Friday after the first business day of each calendar quarter with respect to Deferred Compensation which otherwise would have been paid to the Participant in the preceding quarter (each an “Initial Allocation Date”), # the first business day following the date of payment of any dividends or other distribution (each a “Dividend Allocation Date”), and # the first business day of the calendar quarter in which a Participant is entitled to a distribution in accordance with Section 7(c) below (each a “Liquidation Allocation Date”).

Allocation Date. All allocations of Equivalents will be considered to have been made as of the Valuation Date, regardless of when allocations are actually made.

Annual Share Allocation. On the Annual Allocation Date of each Plan Year, there shall be allocated to the Deferred Stock Account of each person who # is a Deferred Stock Participant on the Annual Valuation Date of that Plan Year or # was a Deferred Stock Participant at any time subsequent to the last Annual Valuation Date, as part of his or her compensation for service on the Board of Directors, the number of Shares specified from time to time by resolution of the Board of Directors. This allocation shall in no event be more than the lesser of # 7,500 Shares or # the number of Shares equal in value to $800,000 minus the director’s total cash compensation for the Plan Year (including for this purpose, but not limited to, any cash compensation deferred into this Plan pursuant to an election under Section 4(a) above), as of the Annual Valuation Date.

“Annual Allocation Date” means the date as of which the annual allocation of Shares described in [Section 5(c)] is credited to the Deferred Stock Account, which shall be as soon as administratively feasible after the Annual Valuation Date, but in no event later than the last Business Day in November of the applicable Plan Year.

Allocation At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a schedule (the “Allocation Schedule”) allocating the Purchase Price among the assets sold by Seller (the “Allocation”) The Allocation Schedule shall be prepared in accordance with Section 1060 of the Internal Revenue Code (“Code”) The Allocation Schedule shall be deemed final unless Buyer notifies Seller in writing that Buyer objects to one or more items reflected in the Allocation Schedule within thirty (30) days after delivery of the Allocation Schedule to Buyer In the event of any such objection, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within sixty (60) days after the delivery of the Allocation Schedule to Buyer, such dispute shall be resolved by the parties The fees and expenses of such accounting firm shall be borne equally by Seller, on the one hand, and Buyer, on the other Seller and Buyer each agree to file and cause to be filed all of their respective IRS Forms 8594 and all federal, state and local Tax Returns in accordance with the Allocation Schedule

Allocation. The Tax Incidents shall be allocated as follows:

Allocation. In the event a claim is based partially on an indemnified claim and partially on a non-indemnified claim or based partially on a claim indemnified by one Party and partially on a claim indemnified by the other Party, any payments in connection with such claims are to be apportioned between the Parties in accordance with the degree of cause attributable to each Party,

“Annual Valuation Date” means the Valuation Date in November of each Plan Year, on which the annual allocation of Shares referenced in [Section 5(c)] is valued.

Except as otherwise provided in [Section 5.4(b)(3) and (4)])] below, the employer contributions and forfeitures allocated on behalf of any participant who is not a key employee shall not be less than the lesser of 3% of such participant's compensation or in the case where the employer has no defined benefit plan that designates this plan to satisfy Code section 401, the largest percentage of employer contributions and forfeitures, as a percentage of key employee's compensation that may be taken into account under [Section 1.2(c)], allocated on behalf of any key employee for that year. For this purpose, amounts contributed to the key employee's elective deferral account(s) shall be included as allocations on his behalf for that year. However, amounts contributed to a non-key employee's elective deferral account(s) shall not be taken into account in determining whether he has received his minimum allocation. The minimum allocation is determined without regard to any Social Security contribution. This minimum allocation shall be made even though, under other plan provisions, the participant would not otherwise be entitled to receive an allocation, or would have received a lesser allocation for the year because of # the participant's failure to complete 1,000 hours of service (or any equivalent provided in the plan), or # the participant's failure to make mandatory employee contributions to the plan, or # the participant's failure to make elective contributions to the plan, or # compensation less than a stated amount.