Common use of Appointment of Independent Committee Clause in Contracts

Appointment of Independent Committee. Any provision of this ------------------------------------ Trust Agreement to the contrary notwithstanding, upon a Change of Control of the Company, an Independent Committee consisting of at least three members shall be appointed by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") subject to the approval of a majority of the Participants in the Plan on the date of such Change of Control. The Independent Committee shall: (a) determine the amount of the irrevocable contributions to be made by each Employer pursuant to Section 1(f) hereof; (b) determine in accordance with the Plan the amounts payable with respect to each Plan Participant (and his or her beneficiaries), the form in which such amounts are to be paid, and the time of commencement for payment of such amounts pursuant to Section 2(a) hereof; (c) determine the entitlement of Plan Participants and beneficiaries to benefits under the terms of the Plan pursuant to Section 2(b) hereof; (d) direct the Trustee to make payments to Plan Participants and their beneficiaries pursuant to Section 2 hereof; and (e) select a successor Trustee for the Trust if a Trustee resigns or is removed on or within two years following the date of a Change of Control of the Company pursuant to Section 12.

Appointment of Independent Committee. Any provision of ------------------------------------ this ------------------------------------ Trust Agreement to the contrary notwithstanding, upon a Change of Control of the CompanyControl, an Independent Committee consisting of at least three members shall be appointed by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") subject to the approval of a majority of the Participants in of the Plan Plans on the date of such Change of Control. The Independent Committee shall: (a) determine the amount of the irrevocable contributions to be made by each Employer the Company pursuant to Section 1(f) hereof; (b) determine in accordance with the Plan Plans the amounts payable with respect to each Plan Participant (and his or her beneficiaries), the form in which such amounts are to be paid, and the time of commencement for payment of such amounts pursuant to Section 2(a) hereof; (c) determine the entitlement of Plan Participants and beneficiaries to benefits under the terms of the Plan Plans pursuant to Section 2(b) hereof; ; (d) direct the Trustee to make payments to Plan Participants and their beneficiaries pursuant to Section 2 hereof; and (e) select a successor Trustee for the Trust if a Trustee resigns or is removed on or within two years following the date of a Change of Control of the Company pursuant to Section 12.

Appointment of Independent Committee. Any provision of this ------------------------------------ Trust Agreement to the contrary notwithstanding, upon a Change of Control of the CompanyControl, an Independent Committee consisting of at least three members shall be appointed by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") subject to the approval of a majority of the Participants in of the Plan Plans on the date of such Change of Control. The Independent Committee shall: (a) determine the amount of the irrevocable contributions to be made by each Employer the Company pursuant to Section 1(f) hereof; (b) determine in accordance with the Plan Plans the amounts payable with respect to each Plan Participant (and his or her beneficiaries), the form in which such amounts are to be paid, and the time of commencement for payment of such amounts pursuant to Section 2(a) hereof; (c) determine the entitlement of Plan Participants and beneficiaries to benefits under the terms of the Plan Plans pursuant to Section 2(b) hereof; (d) direct the Trustee to make payments to Plan Participants and their beneficiaries pursuant to Section 2 hereof; and (e) select a successor Trustee for the Trust if a Trustee resigns or is removed on or within two years following the date of a Change of Control of the Company pursuant to Section 12.