Special Rules Applicable to Shares Sample Clauses

Special Rules Applicable to Shares. Subject to the provisions of this Article III, if a Participant makes a timely and effective election to defer Compensation that would have been received in the form of Shares, the Participant's Account will be credited with a number of hypothetical Shares (and fractions thereof) ("Phantom Shares") equal to the number of Shares deferred. Upon distribution of benefits from the Plan, the Phantom Share balance shall be converted to cash based on the fair market value of an equivalent number of Shares at that time. If any Organic Change shall occur, then the Participant's Phantom Shares held in his Account (if any) shall be adjusted so as to contain such shares of stock, securities or assets (including cash) as would have been issued or payable with respect to or in exchange for a like number of Shares credited thereto immediately before such Organic Change, if such Shares had been outstanding. An "Organic Change" includes the recapitalization, reorganization, reclassification, consolidation, or merger of the Company, or any sale of all or substantially all of the Company's assets to another person or entity, or any other transaction which is effected in such a way that holders of Shares are entitled to receive (either directly or upon subsequent liquidation) other stock, securities, or assets with respect to or in exchange for Shares. If the assets held in the Participant's Account immediately after such adjustment are not equity securities, then the Participant shall be permitted to re-direct the investment thereof into the other investment choices then available under this Plan. In the case of the Phantom Shares credited (if any) to a Participant's Account, the earnings (or losses) credited to such Account shall consist solely of dividend equivalent credits pursuant to this paragraph. Whenever a dividend or other distribution is made with respect to Shares, then the Participant's Account shall be credited, on the payment date for such dividend or other distribution (the "Dividend Payment Date"), with a number of additional Phantom Shares having a value, as of the Dividend Payment Date, based upon the number of Phantom Shares deemed to be held in the Participant's Account as of the record date for such dividend or other distribution (the "Dividend Record Date"), as if such were outstanding Shares. If such dividend or other distribution is in the form of cash, the number of Phantom Shares so credited shall be a number of Phantom Shares (and fractions thereof)...
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