Change in Control Event. The Human Resources Committee may terminate and liquidate the Plan within the thirty (30) days preceding or the twelve (12) months following a “change in control event” as defined in Treasury Regulation 1.409A-3(i)(5) provided that all plans or arrangements that would be aggregated with the Plan under section 409A of the Code are also terminated and liquidated with respect to each Participant that experienced the change in control event so that under the terms of the Plan and all such arrangements the Participant is required to receive all amounts deferred under such arrangements within twelve (12) months of the termination of the Plan or arrangement, as applicable. In the case of a change in control event which constitutes a sale of assets, the termination of the Plan pursuant to this [Section 9.3(b)] may be made with respect to the company that is primarily liable immediately after the change of control event for the payment of benefits under the Plan.

The Human Resources CommitteeCompany may terminate and liquidate the Plan pursuant to irrevocable action taken by the Board of Directors within the thirty (30)30 days preceding or the twelve (12)12 months following a “changechange in control event” asevent (as defined in Treasury Regulation 1.§1.409A-3(i)(5)), provided that this paragraph will only apply to a payment under a plan if all plans oragreements, methods, programs, and other arrangements that would be aggregated withsponsored by the Plan under section 409ACompany immediately after the time of the Codechange in control event with respect to which deferrals of compensation are alsotreated as having been deferred under a single plan under Treasury Regulation §1.409A-1(c)(2) are terminated and liquidated with respect to each Participant that experienced the change in control eventevent, so that under the terms of the Plantermination and liquidation all such arrangements the Participant isparticipants are required to receive all amounts of compensation deferred under suchthe terminated agreements, methods, programs and other arrangements within twelve (12)12 months of the termination ofdate the Plan or arrangement, as applicable. InCompany irrevocably takes all necessary action to terminate and liquidate the case of a change in control event which constitutes a sale of assets, the termination of the Plan pursuant to this [Section 9.3(b)] may be made with respect to the company that is primarily liable immediately after the change of control event for the payment of benefits under the Plan.agreements, methods, programs, and other arrangements.

The Human Resources CommitteeCompany may terminate and liquidate the Plan pursuant to irrevocable action taken by the Board of Directors within the thirty (30)30 days preceding or the twelve (12)12 months following a “changechange in control event” asevent (as defined in Treasury Regulation 1.§1.409A-3(i)(5)), provided that this paragraph will only apply to a payment under a plan if all plans oragreements, methods, programs and other arrangements that would be aggregated withsponsored by the Plan under section 409ACompany immediately after the time of the Codechange in control event with respect to which deferrals of compensation are alsotreated as having been deferred under a single plan under Treasury Regulation §1.409A-1(c)(2) are terminated and liquidated with respect to each Participant that experienced the change in control eventevent, so that under the terms of the Plantermination and liquidation all such arrangements the Participant isparticipants are required to receive all amounts of compensation deferred under suchthe terminated agreements, methods, programs and other arrangements within twelve (12)12 months of the termination ofdate the Plan or arrangement, as applicable. InCompany irrevocably takes all necessary action to terminate and liquidate the case of a change in control event which constitutes a sale of assets, the termination of the Plan pursuant to this [Section 9.3(b)] may be made with respect to the company that is primarily liable immediately after the change of control event for the payment of benefits under the Plan.agreements, methods, programs and other arrangements.

The Human Resources CommitteeCompany may terminate and liquidate the Plan pursuant to irrevocable action taken by the Board of Directors within the thirty (30)30 days preceding or the twelve (12)12 months following a “changechange in control event” asevent (as defined in Treasury Regulation 1.§1.409A-3(i)(5)), provided that this paragraph will only apply to a payment under a plan if all plans oragreements, methods, programs, and other arrangements that would be aggregated withsponsored by the Plan under section 409ACompany immediately after the time of the Codechange in control event with respect to which deferrals of compensation are alsotreated as having been deferred under a single plan under Treasury Regulation §1.409A-1(c)(2) are terminated and liquidated with respect to each Participant that experienced the change in control eventevent, so that under the terms of the Plantermination and liquidation all such arrangements the Participant isparticipants are required to receive all amounts of compensation deferred under suchthe terminated agreements, methods, programs and other arrangements within twelve (12)12 months of the termination ofdate the Plan or arrangement, as applicable. InCompany irrevocably takes all necessary action to terminate and liquidate the case of a change in control event which constitutes a sale of assets, the termination of the Plan pursuant to this [Section 9.3(b)] may be made with respect to the company that is primarily liable immediately after the change of control event for the payment of benefits under the Plan.agreements, methods, programs, and other arrangements.

Change in Control Event.Control. The Human Resources CommitteeEmployer may terminate and liquidate the Planthis Agreement by taking irrevocable action to terminate and liquidate within the thirty (30) days preceding or the twelve (12) months following a “changeChange in control event”Control. This Agreement will then be treated as defined interminated only if all substantially similar arrangements sponsored by the Employer which are treated as deferred under a single plan under Treasury Regulation 1.Regulations §1.409A-3(i)1(c)(5) provided that all plans or arrangements that would be aggregated with the Plan under section 409A of the Code2) are also terminated and liquidated with respect to each Participant thatparticipant who experienced the changeChange in control eventControl so that under the terms of the PlanExecutive and allany participants in any such similar arrangements the Participant isare required to receive all amounts of compensation deferred under suchthe terminated arrangements within twelve (12) months of the termination ofdate the Plan or arrangement, as applicable. InEmployer takes the case of a change in control event which constitutes a sale of assets,irrevocable action to terminate the termination of the Plan pursuant to this [Section 9.3(b)] may be made with respect to the company that is primarily liable immediately after the change of control event for the payment of benefits under the Plan.arrangements.

Change in Control Event.Control. The Human Resources CommitteeCompany may terminate and liquidate the Plan within the thirty (30) days preceding a Change in Control, or the Company, or a successor company that is primarily liable for payment of amounts deferred under the Plan immediately after the Change in Control transaction, may terminate the Plan within the twelve (12) months following a “changeChange in control event”Control. The Plan will be treated as defined in Treasury Regulation 1.409A-3(i)(5) provided thatterminated only if all plans orsubstantially similar arrangements that would be aggregated withsponsored by the Plan under section 409A ofCompany (or the Codesuccessor company, if applicable) and all affiliates are also terminated and liquidated with respect to each Participant that experienced the change in control eventterminated, so that under the terms ofParticipants in the Plan and all suchparticipants that experienced the Change in Control event under substantially similar arrangements the Participant isare required to receive all amounts of compensation deferred under suchthe terminated arrangements within twelve (12) months of the termination ofdate the Plan or arrangement, as applicable. InCompany (or the case of a change in control event which constitutes a sale of assets,successor company) irrevocably takes all necessary action to terminate the termination of the Plan pursuant to this [Section 9.3(b)] may be made with respect to the company that is primarily liable immediately after the change of control event for the payment of benefits under the Plan.arrangements.

Plan Termination Upon a [Section 409A] Change in Control Event. The Human Resources Committee may terminate and liquidateEvent: Upon the occurrence of a [Section 409A] Change in Control Event (as defined below), the Plan withinshall be terminated consistent with the thirty (30) days preceding or the twelve (12) months following a “change in control event” as defined inrequirements of Treasury Regulation [[section 1.409A-3(i)j)(5) provided that all plans4)(ix)(B)])]])], and the Company shall, within five (5) days of such [Section 409A] Change in Control Event, pay to the Participant a lump sum cash payment equal to the lump sum Actuarial Equivalent of his Accrued Benefit as of such date, whether or arrangements that would be aggregated with the Plan under section 409A of the Code are also terminated and liquidated with respect to each Participant that experienced the change in control event so that under the terms of the Plan and all such arrangementsnot the Participant is required to receive all amounts deferred under such arrangements within twelve (12) monthsotherwise vested in his Accrued Benefit. For purposes of this Plan, a [Section 409A] Change in Control Event shall mean any of the termination of the Plan or arrangement, as applicable. In the case of a change in control event which constitutes a sale of assets, the termination of the Plan pursuant to this [Section 9.3(b)] may be made with respect to the company that is primarily liable immediately after the change of control event for the payment of benefits under the Plan.following events: