Account and vested RAUs will be determined by the Board and shall be paid to eligible Participants and beneficiaries within 30 days following such Change in Control. Subject to the Corporations obligation to make the payments contemplated by this Section 7.1, each then outstanding RAU and each Participants Deferral Account shall terminate upon the occurrence of a Change in Control.
Section 7.2 Adjustments. Upon (or, as may be necessary to effect the adjustment, immediately prior to): any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split; any merger, combination, consolidation, conversion or other reorganization; any split-up, spin-off, or similar extraordinary dividend distribution in respect of the common stock of the Corporation; or any exchange of common stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the common stock of the Corporation; then the Committee shall equitably and proportionately adjust the number, amount and type of shares of common stock (or other securities) subject to the RAUs to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the RAUs.
Section 7.3 Board of Directors. Any determination to be made by the Board under this Article 7 shall be made by the Board prior to the date of the Change in Control, and such determination shall apply (and be binding upon the Corporation) for all purposes of the Plan and any agreements entered into or adopted under the Plan.
AGREEMENT BY PARTICIPANT REGARDING TAXES
Section 8.1 Taxation. If the Committee shall so require, as a condition of receiving payment of a RAU, each Participant shall agree that no later than the date of payment of a RAU granted hereunder, the Participant will pay the Corporation or make arrangements satisfactory to the Committee regarding payment of any federal, state, or local taxes of any kind required by law to be withheld upon the vesting or payment of a RAU.
Section 8.2 Alternate Taxation. Alternatively, the Committee may provide that a Participant may elect, to the extent permitted by law, to have the Corporation deduct federal, state and local taxes of any kind required by law to be withheld upon the vesting or payment of any RAU from any payment of any kind to the Participant.