5.Change in Control. Except as otherwise expressly provided in the Eligible Participant’s Election Form, Deferred Shares shall be delivered in a cash lump sum upon a “Change in Control Event”. Eligible Participants will have the option to continue to defer delivery of their Deferred Shares if, pursuant to such Change in Control Event, the surviving entity is public company with securities listed on a public stock exchange. For purposes of the Plan, “Change in Control Event” means a change in the ownership of the Corporation, a change in the effective control of the Corporation, or a change in the ownership of a substantial portion of the assets of the Corporation as described in Code Section 409A.
6.Subsequent Changes in the Time of Payment of Deferred Shares. Except as otherwise provided in Sections 4 and 5 above, payment of the Deferred Shares payable pursuant to an Eligible Participant's Election Form may be further deferred, at the Eligible Participant's election, as long as such election (i) is made in writing at least 12 months before the scheduled payment date, (ii) with respect to any payment described in Treasury Regulation Section 1.409A-3(a)(4) (payment at a specified time or pursuant to a fixed schedule) may not take effect until at least 12 months following the date the new election is made, and (iii) except as otherwise provided by Code Section 409A, provides for a new payment date that is at least five years after the scheduled payment date. Any election to change the time of payment must be made in a manner consistent with Code Section 409A and in a form acceptable to the Committee. Any such election shall be irrevocable when filed with the Committee.
7.Dividend Equivalents. If any dividend equivalents are credited with respect to the Deferred Shares in accordance with the Award Agreement, such dividend equivalents shall be distributed as set forth in the applicable Award Agreement.
8.Prohibition on Acceleration of Payments. The time or schedule of any payment or amount scheduled to be paid hereunder may not be accelerated except as otherwise permitted under Code Section 409A.
9.Code Section 409A.Code Section 409A, when referred to in the Plan, means such Section, and any replacement thereof or successor thereto, as well as the guidance and Treasury Regulations issued thereunder. Payments hereunder shall be made upon the date specified or a later date within the same taxable year of the Eligible Participant or, if later, by the 15th day of the third calendar month following the date specified; provided, however, the Eligible Participant may not, directly or indirectly, designate the taxable year of the payment. Notwithstanding the foregoing, the Committee reserves the right to delay any payment to the extent permitted by Code Section 409A. Payments made hereunder are intended to comply with Section 409A of the Code. Accordingly, other provisions of the LTIP, the Award Agreement, the Election Form or the Plan notwithstanding, the provisions of this Section 9 will apply in order that the RSUs and the deferrals of Deferred Shares comply with Code Section 409A. In addition, the Committee reserves the right, to the extent the Committee deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan, and the Committee may, to the extent the Committee deems necessary or advisable in its sole discretion, unilaterally amend or modify the Eligible Participant's Election Form, to ensure that all RSUs and all deferrals of Deferred Shares have terms that comply, and in operation comply, with Code Section 409A (including, without limitation, the avoidance of penalties thereunder). Other provisions of the LTIP, the Award Agreement, the Election Form and the Plan notwithstanding, the Corporation and the Committee make no representations that the RSUs or the deferrals of Deferred Shares will be exempt from any penalties that may apply under