CMA » Topics » SECTION 10 AMENDMENT AND TERMINATION
These excerpts taken from the CMA 10-K filed Feb 24, 2009.
SECTION V
AMENDMENT OR TERMINATION
The Committee may amend, modify or terminate the Plan
in any respect at any time without the consent of any Participant. Any such action may be taken without the
approval of the Corporation’s stockholders unless stockholder approval is
required by applicable law or the requirements of Section 162(m) of
the Code. Termination of the Plan shall
not affect any Incentive Payments determined by the Committee to be earned
prior to, but payable on or after, the date of termination, and any such
Incentive Payments shall continue to be subject to the terms of the Plan notwithstanding
its termination.
SECTION VIII
AMENDMENT AND TERMINATION
A. Amendment
of Plan. The Common Stock Plan may
be amended at any time in the sole discretion of the Committee or the Board, by
written resolution, to the extent that such amendment complies with applicable
laws including Code Section 409A and the Regulations promulgated
thereunder. No such amendment shall
affect the time of distribution of any of the Incentive Awards earned prior to
the time of such amendment except as the Committee may determine to be
necessary to carry out the purpose of the Common Stock Plan.
B. Termination
of Plan. The Common Stock Plan may
be terminated at any time in the sole discretion of the Board or Committee by a
written resolution of its members. Following the termination of the Common
Stock Plan, the Corporation Stock Unit Accounts may be liquidated in accordance
with one of the following:
1. the
termination and liquidation of the Common Stock Plan within twelve (12) months of a complete dissolution of the
Corporation taxed under Section 331 of the Code or with the approval of a
bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the
amounts deferred under the Common Stock Plan are included in the Participants’
gross incomes in the latest of the following years (or, if earlier, the taxable
year in which the amount is actually or constructively received): (i) the
calendar year in which the Common Stock Plan is terminated; (ii) the first
calendar year in which the amount is no longer subject to a substantial risk of
forfeiture; or (iii) the first calendar year in which the payment is
administratively practicable.
2. the
termination and liquidation of the Common Stock Plan pursuant to irrevocable
action taken by the Committee or the Corporation within the thirty (30) days
preceding or the twelve (12) months following a change in control event (as
such term is defined in Section 1.409A-3(i)(5) of the Regulations;
provided that all Aggregated Plans are terminated and liquidated with respect
to
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each Participant that experienced the change
in control, so that under the terms of the termination and liquidation, all
such Participants are required to receive all amounts of deferred compensation
under this Plan and any other Aggregated Plans within twelve (12) months of the
date the Committee or the Corporation irrevocably takes all necessary action to
terminate and liquidate this Plan and the Committee or the Corporation, as the
case may be, irrevocably takes all necessary action to terminate and liquidate
such other Aggregated Plans;
3. the
termination and liquidation of the Common Stock Plan, provided that: (i) the
termination and liquidation does not occur proximate to a downturn in the
Corporation’s financial health; (ii) the Committee or the Corporation, as
the case may be, terminates and liquidates all Aggregated Plans; (iii) no
payments in liquidation of the Common Stock Plan are made within twelve (12)
months of the date the Committee or the Corporation irrevocably takes all
necessary action to terminate and liquidate the Common Stock Plan, other than
payments that would be payable under the terms of the Common Stock Plan if the
action to terminate and liquidate the Common Stock Plan had not occurred; (iv) all
payments are made within twenty four (24) months of the date on which the
Committee or the Corporation irrevocably takes all action necessary to
terminate and liquidate the Common Stock Plan; and (v) the Corporation
does not adopt a new Aggregated Plan at any time within three (3) years
following the date on which the Committee or the Corporation irrevocably takes
all action necessary to terminate and liquidate the Common Stock Plan.
SECTION VIII
AMENDMENT AND TERMINATION
A. Amendment
of Plan. This Plan may be amended at
any time in the sole discretion of the Board or Committee, by a written
resolution, to the extent that such amendment complies with applicable laws
including Code Section 409A and the Regulations promulgated
thereunder. No such amendment shall
affect the time of distribution of any of the Incentive Awards earned prior to
the time of such amendment except as the Committee may determine to be
necessary to carry out the purpose of the Plan.
B. Termination
of Plan. The Plan may be terminated
at any time in the sole discretion of the Board or Committee by a written
resolution of its members. Following the termination of the Plan, the
Investment Fund Unit Accounts may be liquidated in accordance with one of the
following:
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1. the
termination and liquidation of the Plan within twelve (12) months of a complete dissolution of the
Corporation taxed under Section 331 of the Code or with the approval of a
bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the
amounts deferred under this Plan are included in the Participants’ gross
incomes in the latest of the following years (or, if earlier, the taxable year
in which the amount is actually or constructively received): (i) the
calendar year in which the Plan is terminated; (ii) the first calendar
year in which the amount is no longer subject to a substantial risk of
forfeiture; or (iii) the first calendar year in which the payment is
administratively practicable.
2. the
termination and liquidation of the Plan pursuant to irrevocable action taken by
the Committee or the Corporation within the thirty (30) days preceding or the
twelve (12) months following a change in control event (as such term is defined
in Section 1.409A-3(i)(5) of the Regulations; provided that all
Aggregated Plans are terminated and liquidated with respect to each Participant
that experienced the change in control, so that under the terms of the
termination and liquidation, all such Participants are required to receive all
amounts of deferred compensation under this Plan and any other Aggregated Plans
within twelve (12) months of the date the Committee or the Corporation
irrevocably takes all necessary action to terminate and liquidate this Plan and
the date the Committee (or the Corporation, as the case may be) irrevocably
takes all necessary action to terminate and liquidate such other Aggregated
Plans;
3. the
termination and liquidation of the Plan, provided that: (i) the
termination and liquidation does not occur proximate to a downturn in the
Corporation’s financial health; (ii) the Committee or the Corporation, as
the case may be, terminates and liquidates all Aggregated Plans; (iii) no
payments in liquidation of this Plan are made within twelve (12) months of the
date the Committee or the Corporation irrevocably takes all necessary action to
terminate and liquidate this Plan, other than payments that would be payable
under the terms of this Plan if the action to terminate and liquidate this Plan
had not occurred; (iv) all payments are made within twenty four (24)
months of the date on which the Committee or the Corporation irrevocably takes
all action necessary to terminate and liquidate this Plan; and (iv) the
Corporation does not adopt a new Aggregated Plan at any time within three (3) years
following the date on which the Committee or the Corporation irrevocably takes
all action necessary to terminate and liquidate the Plan.
SECTION 10
AMENDMENT AND TERMINATION
A. Amendments
to and Termination of the Plan. The
Committee or the Board may amend, alter, or discontinue the Plan at any time by
written consent executed by its members, but no amendment, alteration or
discontinuation shall be made which would materially impair the rights of the
Award Recipients with respect to a previously granted Award without such Award
Recipient’s consent, except such an amendment made to comply with applicable
law, including without limitation Section 409A of the Code, stock exchange
rules or accounting rules. In
addition, no such amendment shall be made without the approval of the
Corporation’s stockholders to the extent such approval is required by
applicable law (including Section 422 of the Code) or the listing
standards of the applicable stock exchange.
B. Amendments
to Awards. Subject to Section 6(G)(1),
the Committee may unilaterally amend the terms of any Award theretofore
granted, but no such amendment shall cause a Qualified Performance-Based Award
to cease to qualify for the Section 162(m) Exemption or, without the
Award Recipient’s consent, materially impair the rights of any Award Recipient
with respect to an Award, except such an amendment made to cause the Plan or
Award to comply with applicable law, stock exchange rules or accounting
rules. Furthermore, no amendment may be
made to a NQSO Award or a SAR Award which would cause the exercise price or the
grant price (as applicable) to be less than 100% of the Fair Market Value of
one Share as of the Date of Grant except as provided in Section 3(D).
C. Payment
of Benefits Upon Termination of Plan.
Upon termination of the Plan, the Corporation may settle any outstanding
Award that is not subject to Code Section 409A as soon as is practicable
following such termination and may settle any outstanding Award that is subject
to Code Section 409A in accordance with one of the following:
1. the
termination and liquidation of the Plan within twelve (12) months of a complete dissolution of the
Corporation taxed under Section 331 of the Code or with the approval of a
bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the
amounts deferred under this Plan are included in the Participants’ gross
incomes in the latest of the following years (or, if earlier,
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the taxable year in which the amount is
actually or constructively received): (i) the calendar year in which the
Plan is terminated; (ii) the first calendar year in which the amount is no
longer subject to a substantial risk of forfeiture; or (iii) the first
calendar year in which the payment is administratively practicable.
2. the
termination and liquidation of the Plan pursuant to irrevocable action taken by
the Committee or the Corporation within the thirty (30) days preceding or the
twelve (12) months following a Change of Control; provided that all Aggregated
Plans are terminated and liquidated with respect to each Participant that
experienced the Change of Control, so that under the terms of the termination
and liquidation, all such Participants are required to receive all amounts of
deferred compensation under this Plan and any other Aggregated Plans within
twelve (12) months of the date the Committee or the Corporation irrevocably
takes all necessary action to terminate and liquidate this Plan and the
Committee or the Corporation, as the case may be, takes all necessary action to
terminate and liquidate such other Aggregated Plans;
3. the
termination and liquidation of the Plan, provided that: (i) the
termination and liquidation does not occur proximate to a downturn in the
Corporation’s financial health; (2) the Committee or the Corporation, as
the case may be, terminates and liquidates all Aggregated Plans; (3) no
payments in liquidation of this Plan are made within twelve (12) months of the
date the Committee or the Corporation irrevocably takes all necessary action to
terminate and liquidate this Plan, other than payments that would be payable
under the terms of this Plan if the action to terminate and liquidate this Plan
had not occurred; (4) all payments are made within twenty four (24) months
of the date on which the Committee or the Corporation irrevocably takes all
action necessary to terminate and liquidate this Plan; and (5) the
Corporation does not adopt a new Aggregated Plan at any time within three (3) years
following the date on which the Committee or the Corporation irrevocably takes
all action necessary to terminate and liquidate the Plan.
AMENDMENT OR TERMINATION
A. Amendment
of Plan. This Plan may be amended at
any time in the sole discretion of the Committee or the Board, by written
resolution, to the extent that such amendment complies with applicable laws
including Code Section 409A and the Regulations promulgated
thereunder. No such amendment shall
affect the time of distribution of Compensation earned prior to the effective
date of such amendment except as the Committee may determine to be necessary to
carry out the purpose of the Plan. In
addition, no such amendment shall make the Trust revocable.
B. Termination
of Plan.
The Plan may be terminated at any time by the Committee or the Board by
a written instrument executed by its members.
Following the termination of the Plan, the Participants’ Accounts may be
liquidated in accordance with one of the following:
1. the
termination and liquidation of the Plan within twelve (12) months of a complete dissolution of the
Corporation taxed under Section 331 of the Code or with the
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approval of a bankruptcy court pursuant to 11
U.S.C. § 503(b)(1)(A); provided that the amounts deferred under this Plan
are included in the Participants’ gross incomes in the latest of the following
years (or, if earlier, the taxable year in which the amount is actually or constructively
received): (i) the calendar year in which the Plan is terminated; (ii) the
first calendar year in which the amount is no longer subject to a substantial
risk of forfeiture; or (iii) the first calendar year in which the payment
is administratively practicable.
2. the
termination and liquidation of the Plan pursuant to irrevocable action taken by
the Committee or the Corporation within the thirty (30) days preceding or the
twelve (12) months following a Change in Control; provided that all Aggregated
Plans are terminated and liquidated with respect to each Participant that
experienced the Change in Control, so that under the terms of the termination
and liquidation, all such Participants are required to receive all amounts of
deferred compensation under this Plan and any other Aggregated Plans within
twelve (12) months of the date the Committee or the Corporation irrevocably
takes all necessary action to terminate and liquidate this Plan and the
Committee or the Corporation, as the case may be, takes all necessary action to
terminate and liquidate such other Aggregated Plans;
3. the
termination and liquidation of the Plan, provided that: (i) the
termination and liquidation does not occur proximate to a downturn in the
Corporation’s financial health; (2) the Committee or the Corporation, as
the case may be, terminates and liquidates all Aggregated Plans; (3) no
payments in liquidation of this Plan are made within twelve (12) months of the
date the Committee or the Corporation irrevocably takes all necessary action to
terminate and liquidate this Plan, other than payments that would be payable
under the terms of this Plan if the action to terminate and liquidate this Plan
had not occurred; (4) all payments are made within twenty four (24) months
of the date on which the Committee or the Corporation irrevocably takes all
action necessary to terminate and liquidate this Plan; and (5) the
Corporation does not adopt a new Aggregated Plan at any time within three (3) years
following the date on which the Committee or the Corporation irrevocably takes
all action necessary to terminate and liquidate the Plan.
AMENDMENT OR
TERMINATION
A. Amendment of Plan. This Plan may be amended at any time in the
sole discretion of the Committee or the Board, by written resolution, to the
extent that such amendment complies with applicable laws including Code Section 409A
and the Regulations promulgated thereunder.
No such amendment shall affect the time of distribution of any Incentive
Awards earned prior to the effective date of such amendment except as the
Committee or the Board may determine to be necessary to carry out the purpose
of the Plan. In addition, no such
amendment shall make the Trust revocable.
B. Termination of Plan. The Plan may be terminated at any time in the
sole discretion of the Committee or the Board by a written instrument executed
by its members. Following the
termination of the Plan, the Participants’ Accounts may be liquidated in
accordance with one of the following:
1. the
termination and liquidation of the Plan within twelve (12) months of a complete dissolution of the
Corporation taxed under Section 331 of the Code or with the approval of a
bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the
amounts deferred under this Plan are included in the Participants’ gross
incomes in the latest of the following years (or, if earlier, the taxable year
in which the amount is actually or constructively received): (i) the
calendar year in which the Plan is terminated; (ii) the first calendar
year in which the amount is no longer subject to a substantial risk of
forfeiture; or (iii) the first calendar year in which the payment is
administratively practicable.
2. the
termination and liquidation of the Plan pursuant to irrevocable action taken by
the Committee or the Corporation within the thirty (30) days preceding or the twelve
(12) months following a Change in Control; provided that all Aggregated Plans
17
are terminated
and liquidated with respect to each Participant that experienced the Change in
Control, so that under the terms of the termination and liquidation, all such
Participants are required to receive all amounts of deferred compensation under
this Plan and any other Aggregated Plans within twelve (12) months of the date
the Committee or the Corporation irrevocably takes all necessary action to
terminate and liquidate this Plan and the Committee or the Corporation, as the
case may be, takes all necessary action to terminate and liquidate such other
Aggregated Plans;
3. the
termination and liquidation of the Plan, provided that: (i) the
termination and liquidation does not occur proximate to a downturn in the
Corporation’s financial health; (2) the Committee or the Corporation, as
the case may be, terminates and liquidates all Aggregated Plans; (3) no
payments in liquidation of this Plan are made within twelve (12) months of the
date the Committee or the Corporation irrevocably takes all necessary action to
terminate and liquidate this Plan, other than payments that would be payable
under the terms of this Plan if the action to terminate and liquidate this Plan
had not occurred; (4) all payments are made within twenty four (24) months
of the date on which the Committee or the Corporation irrevocably takes all
action necessary to terminate and liquidate this Plan; and (5) the
Corporation does not adopt a new Aggregated Plan at any time within three (3) years
following the date on which the Committee or the Corporation irrevocably takes
all action necessary to terminate and liquidate the Plan.
SECTION 10
AMENDMENT AND TERMINATION
A. Amendments to and Termination of the Plan. The Committee or the Board may amend, alter, or discontinue the Plan at any time by written consent executed by its members, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of the Award Recipients with respect to a previously granted Award without such Award Recipient’s consent, except such an amendment made to comply with applicable law, including without limitation Section 409A of the Code, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of the Corporation’s stockholders to the extent such approval is required by applicable law (including Section 422 of the Code) or the listing standards of the applicable stock exchange.
B. Amendments to Awards. Subject to Section 6(G)(1), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption or, without the Award Recipient’s consent, materially impair the rights of any Award Recipient with respect to an Award, except such an amendment made to cause the Plan or Award to comply with applicable law, stock exchange rules or accounting rules. Furthermore, no amendment may be made to a NQSO Award or a SAR Award which would cause the exercise price or the grant price (as applicable) to be less than 100% of the Fair Market Value of one Share as of the Date of Grant except as provided in Section 3(D).
C. Payment of Benefits Upon Termination of Plan. Upon termination of the Plan, the Corporation may settle any outstanding Award that is not subject to Code Section 409A as soon as is practicable following such termination and may settle any outstanding Award that is subject to Code Section 409A in accordance with one of the following:
1. the termination and liquidation of the Plan within twelve (12) months of a complete dissolution of the Corporation taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the amounts deferred under this Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier,
19
the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Plan is terminated; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.
2. the termination and liquidation of the Plan pursuant to irrevocable action taken by the Committee or the Corporation within the thirty (30) days preceding or the twelve (12) months following a Change of Control; provided that all Aggregated Plans are terminated and liquidated with respect to each Participant that experienced the Change of Control, so that under the terms of the termination and liquidation, all such Participants are required to receive all amounts of deferred compensation under this Plan and any other Aggregated Plans within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan and the Committee or the Corporation, as the case may be, takes all necessary action to terminate and liquidate such other Aggregated Plans;
3. the termination and liquidation of the Plan, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the Corporation’s financial health; (2) the Committee or the Corporation, as the case may be, terminates and liquidates all Aggregated Plans; (3) no payments in liquidation of this Plan are made within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan, other than payments that would be payable under the terms of this Plan if the action to terminate and liquidate this Plan had not occurred; (4) all payments are made within twenty four (24) months of the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate this Plan; and (5) the Corporation does not adopt a new Aggregated Plan at any time within three (3) years following the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate the Plan.
SECTION V
AMENDMENT OR TERMINATION
The Committee may amend, modify or terminate the Plan in any respect at any time without the consent of any Participant. Any such action may be taken without the approval of the Corporation’s stockholders unless stockholder approval is required by applicable law or the requirements of Section 162(m) of the Code. Termination of the Plan shall not affect any Incentive Payments determined by the Committee to be earned prior to, but payable on or after, the date of termination, and any such Incentive Payments shall continue to be subject to the terms of the Plan notwithstanding its termination.
AMENDMENT OR TERMINATION
A. Amendment of Plan. This Plan may be amended at any time in the sole discretion of the Committee or the Board, by written resolution, to the extent that such amendment complies with applicable laws including Code Section 409A and the Regulations promulgated thereunder. No such amendment shall affect the time of distribution of Compensation earned prior to the effective date of such amendment except as the Committee may determine to be necessary to carry out the purpose of the Plan. In addition, no such amendment shall make the Trust revocable.
B. Termination of Plan. The Plan may be terminated at any time by the Committee or the Board by a written instrument executed by its members. Following the termination of the Plan, the Participants’ Accounts may be liquidated in accordance with one of the following:
1. the termination and liquidation of the Plan within twelve (12) months of a complete dissolution of the Corporation taxed under Section 331 of the Code or with the
13
approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the amounts deferred under this Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Plan is terminated; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.
2. the termination and liquidation of the Plan pursuant to irrevocable action taken by the Committee or the Corporation within the thirty (30) days preceding or the twelve (12) months following a Change in Control; provided that all Aggregated Plans are terminated and liquidated with respect to each Participant that experienced the Change in Control, so that under the terms of the termination and liquidation, all such Participants are required to receive all amounts of deferred compensation under this Plan and any other Aggregated Plans within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan and the Committee or the Corporation, as the case may be, takes all necessary action to terminate and liquidate such other Aggregated Plans;
3. the termination and liquidation of the Plan, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the Corporation’s financial health; (2) the Committee or the Corporation, as the case may be, terminates and liquidates all Aggregated Plans; (3) no payments in liquidation of this Plan are made within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan, other than payments that would be payable under the terms of this Plan if the action to terminate and liquidate this Plan had not occurred; (4) all payments are made within twenty four (24) months of the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate this Plan; and (5) the Corporation does not adopt a new Aggregated Plan at any time within three (3) years following the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate the Plan.
AMENDMENT OR TERMINATION
A. Amendment of Plan. This Plan may be amended at any time in the sole discretion of the Committee or the Board, by written resolution, to the extent that such amendment complies with applicable laws including Code Section 409A and the Regulations promulgated thereunder. No such amendment shall affect the time of distribution of any Incentive Awards earned prior to the effective date of such amendment except as the Committee or the Board may determine to be necessary to carry out the purpose of the Plan. In addition, no such amendment shall make the Trust revocable.
B. Termination of Plan. The Plan may be terminated at any time in the sole discretion of the Committee or the Board by a written instrument executed by its members. Following the termination of the Plan, the Participants’ Accounts may be liquidated in accordance with one of the following:
1. the termination and liquidation of the Plan within twelve (12) months of a complete dissolution of the Corporation taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the amounts deferred under this Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Plan is terminated; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.
2. the termination and liquidation of the Plan pursuant to irrevocable action taken by the Committee or the Corporation within the thirty (30) days preceding or the twelve (12) months following a Change in Control; provided that all Aggregated Plans
17
are terminated and liquidated with respect to each Participant that experienced the Change in Control, so that under the terms of the termination and liquidation, all such Participants are required to receive all amounts of deferred compensation under this Plan and any other Aggregated Plans within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan and the Committee or the Corporation, as the case may be, takes all necessary action to terminate and liquidate such other Aggregated Plans;
3. the termination and liquidation of the Plan, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the Corporation’s financial health; (2) the Committee or the Corporation, as the case may be, terminates and liquidates all Aggregated Plans; (3) no payments in liquidation of this Plan are made within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan, other than payments that would be payable under the terms of this Plan if the action to terminate and liquidate this Plan had not occurred; (4) all payments are made within twenty four (24) months of the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate this Plan; and (5) the Corporation does not adopt a new Aggregated Plan at any time within three (3) years following the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate the Plan.
SECTION VIII
AMENDMENT AND TERMINATION
A. Amendment of Plan. This Plan may be amended at any time in the sole discretion of the Board or Committee, by a written resolution, to the extent that such amendment complies with applicable laws including Code Section 409A and the Regulations promulgated thereunder. No such amendment shall affect the time of distribution of any of the Incentive Awards earned prior to the time of such amendment except as the Committee may determine to be necessary to carry out the purpose of the Plan.
B. Termination of Plan. The Plan may be terminated at any time in the sole discretion of the Board or Committee by a written resolution of its members. Following the termination of the Plan, the Investment Fund Unit Accounts may be liquidated in accordance with one of the following:
9
1. the termination and liquidation of the Plan within twelve (12) months of a complete dissolution of the Corporation taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the amounts deferred under this Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Plan is terminated; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.
2. the termination and liquidation of the Plan pursuant to irrevocable action taken by the Committee or the Corporation within the thirty (30) days preceding or the twelve (12) months following a change in control event (as such term is defined in Section 1.409A-3(i)(5) of the Regulations; provided that all Aggregated Plans are terminated and liquidated with respect to each Participant that experienced the change in control, so that under the terms of the termination and liquidation, all such Participants are required to receive all amounts of deferred compensation under this Plan and any other Aggregated Plans within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan and the date the Committee (or the Corporation, as the case may be) irrevocably takes all necessary action to terminate and liquidate such other Aggregated Plans;
3. the termination and liquidation of the Plan, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the Corporation’s financial health; (ii) the Committee or the Corporation, as the case may be, terminates and liquidates all Aggregated Plans; (iii) no payments in liquidation of this Plan are made within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan, other than payments that would be payable under the terms of this Plan if the action to terminate and liquidate this Plan had not occurred; (iv) all payments are made within twenty four (24) months of the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate this Plan; and (iv) the Corporation does not adopt a new Aggregated Plan at any time within three (3) years following the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate the Plan.
SECTION VIII
AMENDMENT AND TERMINATION
A. Amendment of Plan. The Common Stock Plan may be amended at any time in the sole discretion of the Committee or the Board, by written resolution, to the extent that such amendment complies with applicable laws including Code Section 409A and the Regulations promulgated thereunder. No such amendment shall affect the time of distribution of any of the Incentive Awards earned prior to the time of such amendment except as the Committee may determine to be necessary to carry out the purpose of the Common Stock Plan.
B. Termination of Plan. The Common Stock Plan may be terminated at any time in the sole discretion of the Board or Committee by a written resolution of its members. Following the termination of the Common Stock Plan, the Corporation Stock Unit Accounts may be liquidated in accordance with one of the following:
1. the termination and liquidation of the Common Stock Plan within twelve (12) months of a complete dissolution of the Corporation taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the amounts deferred under the Common Stock Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Common Stock Plan is terminated; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.
2. the termination and liquidation of the Common Stock Plan pursuant to irrevocable action taken by the Committee or the Corporation within the thirty (30) days preceding or the twelve (12) months following a change in control event (as such term is defined in Section 1.409A-3(i)(5) of the Regulations; provided that all Aggregated Plans are terminated and liquidated with respect to
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each Participant that experienced the change in control, so that under the terms of the termination and liquidation, all such Participants are required to receive all amounts of deferred compensation under this Plan and any other Aggregated Plans within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan and the Committee or the Corporation, as the case may be, irrevocably takes all necessary action to terminate and liquidate such other Aggregated Plans;
3. the termination and liquidation of the Common Stock Plan, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the Corporation’s financial health; (ii) the Committee or the Corporation, as the case may be, terminates and liquidates all Aggregated Plans; (iii) no payments in liquidation of the Common Stock Plan are made within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate the Common Stock Plan, other than payments that would be payable under the terms of the Common Stock Plan if the action to terminate and liquidate the Common Stock Plan had not occurred; (iv) all payments are made within twenty four (24) months of the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate the Common Stock Plan; and (v) the Corporation does not adopt a new Aggregated Plan at any time within three (3) years following the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate the Common Stock Plan.
