{"id":38416,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2001-deferred-compensation-plan-tenet-healthcare-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2001-deferred-compensation-plan-tenet-healthcare-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2001-deferred-compensation-plan-tenet-healthcare-corp.html","title":{"rendered":"2001 Deferred Compensation Plan – Tenet Healthcare Corp."},"content":{"rendered":"
THIRD AMENDED AND RESTATED
TENET 2001
\nDEFERRED COMPENSATION PLAN<\/b><\/font><\/p>\n\n\n
ARTICLE I
PREAMBLE AND PURPOSE<\/u><\/b><\/font><\/p>\n\n\n
           1.1\n      Preamble<\/u><\/b>. This Third Amended and Restated Tenet 2001\nDeferred Compensation Plan (the \u0093Plan\u0094) of Tenet Healthcare\nCorporation (the \u0093Company\u0094), adopted on December 4, 2001, by the\nCompensation Committee, amends and restates the Second Amended and Restated\nTenet Healthcare Corporation 2001 Deferred Compensation Plan adopted on July 24,\n2001, and the First Amended and Restated Tenet Healthcare Corporation 2001\nDeferred Compensation Plan adopted on May 22, 2001. The Plan is intended to\npermit the Company to attract and retain a select group of management or highly\ncompensated employees and Directors of the Company.<\/font><\/p>\n\n\n
           Effective\nas of December 5, 1995, the Company adopted the Tenet Executive Deferred\nCompensation and Supplemental Savings Plan (as the same has been amended from\ntime to time, the \u0093Supplemental Plan\u0094). The Company intends to\ntransfer to this Plan amounts held for the benefit of certain participants in\nthe Supplemental Plan, other than those balances held for the benefit of\nphysician-employees who participate in the Supplemental Plan and participants\nwho are in pay-out status as of December 31, 2000, under the Supplemental Plan.\nIn addition, the Company may adopt one or more trusts to serve as a possible\nsource of funds for the payment of benefits under this Plan.<\/font><\/p>\n\n\n
           1.2\n      Purpose<\/u><\/b>. Through this Plan, the Company intends to permit\nthe deferral of compensation and to provide additional benefits to Directors and\na select group of management or highly compensated employees of the Company.\nAccordingly, it is intended that this Plan shall not constitute a\n\u0093qualified plan\u0094 subject to the limitations of Section 401 (a) of\nthe Code, nor shall it constitute a \u0093funded plan\u0094, for purposes of\nsuch requirements. It also is intended that this Plan shall be exempt from the\nparticipation and vesting requirements of Part 2 of Title I of the\nAct, the funding requirements of Part 3 of Title I of the Act, and the\nfiduciary requirements of Part 4 of Title I of the Act by reason of\nthe exclusions afforded plans that are unfunded and maintained by an employer\nprimarily for the purpose of providing deferred compensation for a select group\nof management or highly compensated employees.<\/font><\/p>\n\n\n
ARTICLE II
DEFINITIONS AND CONSTRUCTION<\/u><\/b><\/font><\/p>\n\n\n
           2.1\n      \nDefinitions<\/u><\/b>. When a word or phrase appears in this Plan\nwith the initial letter capitalized, and the word or phrase does not commence a\nsentence, the word or phrase shall generally be a term defined in this\nSection 2.1. The following words and phrases with the initial letter\ncapitalized shall have the meaning set forth in this Section 2.1, unless a\ndifferent meaning is required by the context in which the word or phrase is\nused.<\/font><\/p>\n
\n\n\n
(2)<\/font><\/p>\n
\n\n\n\n\n\n\n\n
\n\n\n<\/pre>\n\n\n
 <\/td>\n           (a)
\n      \u0093Account<\/b>\u0094 means one or more of the bookkeeping accounts
\nmaintained by the Company or its agent on behalf of a Participant, as described
\nin more detail in Section 4.3.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (b)<\/p>\n
\u0093Act<\/b>\u0094 means the Employee Retirement Income Security Act of 1974, as amended from
\ntime to time.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (c)
\n      \u0093Affiliate<\/b>\u0094 means a corporation that is a member of a
\ncontrolled group of corporations (as defined in Section 414(b) of the Code)
\nthat includes the Company, any trade or business (whether or not incorporated)
\nthat is in common control (as defined in Section 414(c) of the Code) with
\nthe Company, or any entity that is a member of the same affiliated service group
\n(as defined in Section 414(m) of the Code) as the Company.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (d)
\n      \u0093Alternate Payee\u0094<\/b> means any spouse, former spouse, child, or
\nother dependent of a Participant who is recognized by a DRO as having a right to
\nreceive all, or a portion of, the benefits payable under the Plan with respect
\nto such Participant.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (e)
\n      \u0093Annual Incentive Plan Award<\/b>\u0094 means the amount payable to an
\nEmployee each year, if any, under the Company\u0092s 1997 Annual Incentive Plan,
\nas the same may be amended, restated, modified, renewed or replaced from time to
\ntime.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (f)
\n      \u0093Basic Deferral<\/b>\u0094 means the Compensation deferral made by a Participant pursuant
\nto Section 4.1(a).<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (g)
\n      \u0093Beneficiary<\/b>\u0094 means the person designated by the Participant to
\nreceive a distribution of his\/her benefits under the Plan upon the death of the
\nParticipant. If the Participant is married, his\/her spouse shall be his\/her
\nBeneficiary, unless his\/her spouse consents in writing to the designation of an
\nalternate Beneficiary. In the event that a Participant fails to designate a
\nBeneficiary, or if the Participant\u0092s Beneficiary does not survive the
\nParticipant, the Participant\u0092s Beneficiary shall be his\/her surviving
\nspouse, if any, or if the Participant does not have a surviving spouse, his\/her
\nestate. The term \u0093Beneficiary\u0094 also shall mean a Participant\u0092s
\nspouse or former spouse who is entitled to all or a portion of a
\nParticipant\u0092s benefit pursuant to Section 6.1.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (h)
\n      \u0093Board<\/b>\u0094 means the Board of Directors of the Company.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (i)
\n      \u0093Bonus<\/b>\u0094 means (i) a bonus paid to a Participant in the
\nform of an Annual Incentive Plan Award, or (ii) any other bonus payment
\ndesignated by the PAC as an eligible bonus under the Plan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (j)
\n      \u0093Bonus Deferral<\/b>\u0094 means the Bonus deferral made by a Participant pursuant to
\nSection 4.1(b).<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (k)
\n      \u0093Change of Control<\/b>\u0094 of the Company shall be deemed to have
\noccurred if either (i) any person, as such term is used in
\nSection 13(c) and 14(d)(2) of the Securities Exchange Act of 1934, as
\namended (the \u0093Exchange Act\u0094), is or becomes the beneficial
\nowner, directly or indirectly, of securities of the Company representing 20% or
\nmore of the combined voting power<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(3)<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n
\nof the Company\u0092s then outstanding securities, or (ii) individuals who, as of
\nAugust 1, 2000, constitute the Board of the Company (the \u0093Incumbent Board\u0094)
\ncease for any reason to constitute at least a majority of the Board at any time;
\nprovided, however, that (a) any individual who becomes a director of the Company
\nsubsequent to August 1, 2000, whose election, or nomination for election by the Company\u0092s
\nstockholders, was approved by a vote of at least a majority of directors then comprising
\nthe Incumbent Board shall be deemed to have been a member of the Incumbent Board, and (b) no
\nindividual who is elected initially (after August 1, 2000) as a director as a result
\nof an actual or threatened election contest, as such terms are used in Rule 14a-11
\nof Regulation 14A promulgated under the Exchange Act or any other actual or threatened
\nsolicitations of proxies or consent by or on behalf of any person other than the
\nIncumbent Board shall be deemed to have been a member of the Incumbent Board.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (l)
\n      \u0093Code<\/b>\u0094 means the Internal Revenue Code of 1986, as amended from time to time.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (m)
\n     \u0093Company<\/b>\u0094 means Tenet Healthcare Corporation.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (n)
\n      \u0093Compensation<\/b>\u0094 means base salaries, commissions, and certain
\nother amounts of cash compensation payable to the Participant during the Plan
\nYear. Compensation shall exclude cash bonuses, foreign service pay, hardship
\nwithdrawal allowances and any other pay intended to reimburse the Employee for
\nthe higher cost of living outside the United States, Annual Incentive Plan
\nAwards, automobile allowances, ExecuPlan payments, housing allowances,
\nrelocation payments, deemed income, income payable under stock incentive plans,
\nChristmas gifts, insurance premiums, and other imputed income, pensions,
\nretirement benefits, and contributions to and payments from the 401 (k)
\nPlan and this Plan. The term \u0093Compensation\u0094 for Directors shall mean
\nany cash compensation from retainers, meeting fees and committee fees paid
\nduring the Plan Year.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (o)
\n      \u0093Compensation Committee<\/b>\u0094 means the Compensation Committee of
\nthe Board, which has the authority to amend and terminate the Plan as provided
\nin Article X. The Compensation Committee also will be responsible for
\ndetermining the amount of the Discretionary Contribution and Supplemental
\nDirector Contribution, if any, to be made by the Company.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (p)
\n      \u0093Compensation Deferrals<\/b>\u0094 means the Basic Deferrals, Supplemental Deferrals and
\nDiscretionary Deferrals made pursuant to Section 4.1 of the Plan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (q)
\n      \u0093Covered Person<\/b>\u0094 means a covered employee within the meaning of
\nCode Section 162(m)(3) or an Employee designated as a Covered Person by the
\nCompensation Committee.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (r)
\n      \u0093Director<\/b>\u0094 means a member of the Board who is not an Employee of the Company.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(4)<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n           (s)
\n      \u0093Disability<\/b>\u0094 means the total and permanent incapacity of a
\nParticipant, due to physical impairment or mental incompetence, to perform the
\nusual duties of his\/her employment with the Company or an Affiliate. Disability
\nshall be determined by the Plan Administrator on the basis of (i) evidence
\nthat the Participant has become entitled to receive benefits from a Company
\nsponsored long-term disability plan or (ii) evidence that the Participant
\nhas become entitled to receive primary benefits as a disabled employee under the
\nSocial Security Act in effect on such date of Disability or (iii) in the case of
\nDirectors, such evidence that the Plan Administrator deems appropriate.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (t)
\n      \u0093Discretionary Contribution<\/b>\u0094 means the contribution made by the Company on
\nbehalf of a Participant as described in Section 4.2(b).<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (u)
\n      \u0093Discretionary Deferral<\/b>\u0094 means the Compensation deferral described in Section
\n4.1 (d) made by a Participant.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (v)
\n      \u0093DRO<\/b>\u0094 means a Domestic Relations Order that is a judgment,
\ndecree, or order (including one that approves a property settlement agreement)
\nthat relates to the provision of child support, alimony payments or marital
\nproperty rights to a spouse, former spouse, child or other dependent of a
\nParticipant and is rendered under a state (within the meaning of Section
\n7701(a)(10) of the Code) domestic relations law (including a community property
\nlaw) and that:<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (i)
\n      Creates or recognizes the existence of an Alternate
\nPayee\u0092s right to, or assigns to an Alternate Payee the right to receive all or a
\nportion of the benefits payable with respect to a Participant under the Plan;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\n      Does not require the Plan to provide any type or form of benefit, or any option, not
\notherwise provided under the Plan;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iii)
\n      Does not require the Plan to provide increased benefits (determined on the basis of
\nactuarial value);<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iv)
\n      Does not require the payment of benefits to an Alternate Payee that are required
\nto be paid to another Alternate Payee under another order previously determined
\nto be a DRO; and<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (v)
\n      Clearly specifies: the name and last known mailing address of the Participant
\nand of each Alternate Payee covered by the DRO; the amount or percentage of the
\nParticipant\u0092s benefits to be paid by the Plan to each such Alternate Payee,
\nor the manner in which such amount or percentage is to be determined; the number
\nof payments or payment periods to which such order applies; and that it is
\napplicable with respect to this Plan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(5)<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n           (w)
\n      \u0093Effective Date<\/b>\u0094 means January 1, 2001.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (x)
\n      \u0093Election Form<\/b>\u0094 means the written form(s) provided by the PAC
\nor the Plan Administrator pursuant to which the Participant consents to
\nparticipation in the Plan and makes elections with respect to deferrals,
\nrequested investment crediting rates and distributions hereunder.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (y)
\n      \u0093Eligible Employee<\/b>\u0094 means (i) each Employee who is
\neligible for the Company\u0092s Annual Incentive Plan Award for the applicable
\nPlan Year, (ii) each Director and (iii) all aviation personnel who are
\ndesignated as captains. In addition, the term \u0093Eligible Employee\u0094
\nshall include any Employee designated as an Eligible Employee by the PAC. The
\nPAC may, in its sole and absolute discretion, limit the classification of
\nEmployees who are eligible to participate in the Plan for a Plan Year without
\nthe need for an amendment to the Plan. Any such limitation shall be set forth in
\na resolution by the PAC and attached hereto as an Exhibit to the Plan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (z)
\n      \u0093Emergency<\/b>\u0094 means a Foreseeable Emergency or
\nUnforeseeable Emergency that makes a Participant eligible for a Financial
\nNecessity Distribution under Section 5.5.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (aa)
\n      \u0093Employee<\/b>\u0094 means each select member of management or highly
\ncompensated employee receiving remuneration, or who is entitled to remuneration,
\nfor services rendered to the Company or to an Affiliate who has adopted this
\nPlan, in the legal relationship of employer and employee.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (bb)
\n      \u0093Fair Market Value\u0094<\/b> means the closing price of a share of Stock
\non the New York Stock Exchange on the date as of which fair market value is to
\nbe determined.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (cc)
\n      \u0093Foreseeable Emergency<\/b>\u0094 means a severe financial
\nhardship to the Participant resulting from an event that, although foreseeable,
\nis outside the Participant\u0092s control, as determined by the Plan
\nAdministrator in its sole and absolute discretion. Such potentially foreseeable
\nbut uncontrollable events include the following: (i) expenses for medical care described in
\nSection 213(d) of the Code incurred by the Participant, the Participant\u0092s spouse, or
\nany dependents of the Participant (as defined in Section 152 of the Code) or necessary for
\nthose persons to obtain medical care described in Section 213(d) of the Code; (ii) such
\nother events deemed by the Plan Administrator, in its sole and absolute discretion, to constitute
\na Foreseeable Emergency.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (dd)
\n      \u0093401 (k) Plan<\/b>\u0094 means the Tenet Healthcare
\nCorporation Retirement Savings Plan or the Tenet 401 (k) Retirement Savings
\nPlan, as such plans may be amended, restated, modified, renewed or replaced from
\ntime to time.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ee)
\n      \u0093Matching Contribution<\/b>\u0094 means the contribution made by
\nthe Company pursuant to Section 4.2(a) on behalf of a Participant who
\neither makes Supplemental Deferrals to the Plan as described in Section 4.1
\n(c), or is not eligible for an employer matching contribution under the
\n401 (k) Plan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(6)<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n           (ff)
\n      \u0093Non-Scheduled Withdrawal<\/b>\u0094 means an election by a
\nParticipant in accordance with Section 5.4 to receive a withdrawal of amounts
\nfrom his\/her Account prior to the time at which such Participant otherwise would
\nbe entitled to such amounts.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (gg)
\n      \u0093Open Enrollment Period<\/b>\u0094 means the period prior to the
\nbeginning of the Plan Year during which an Eligible Employee may make his\/her
\nelections concerning Compensation Deferrals pursuant to Article IV, and
\ndistribution elections in accordance with Article V.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (hh)
\n      \u0093PAC<\/b>\u0094 means the Pension Administration Committee of the Company
\nestablished by the Compensation Committee of the Board, and whose members have
\nbeen appointed by such Compensation Committee. The PAC shall have the
\nresponsibility to administer the Plan and make final determinations regarding
\nclaims for benefits, as described in Article VIII.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\n       \u0093Participant<\/b>\u0094 means each Eligible Employee who has been
\ndesignated for participation in this Plan and each Employee or former Employee
\nwhose participation in this Plan has not terminated.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (jj)
\n       \u0093Plan<\/b>\u0094 shall have the meaning set forth in Section 1.1 above.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (kk)
\n      \u0093Plan Administrator<\/b>\u0094 means the individual or entity
\nappointed by the PAC to handle the day-to-day administration of the Plan,
\nincluding but not limited to determining a Participant\u0092s eligibility for
\nbenefits and the amount of such benefits and complying with all applicable
\nreporting and disclosure obligations imposed on the Plan. If the PAC does not
\nappoint an individual or entity as Plan Administrator, the PAC shall serve as
\nthe Plan Administrator.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ll)
\n      \u0093Plan Year<\/b>\u0094 means the fiscal year of this Plan, which shall
\ncommence on January 1 each year and end on December 31 of such year.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (mm)
\n    \u0093Scheduled Withdrawal Date<\/b>\u0094 means the distribution date elected
\nby the Participant for an in-service withdrawal of amounts of Basic Deferrals
\nand Bonus Deferrals deferred in a given Plan Year, and earnings or
\nlosses attributable thereto, as set forth on the Election Form for such Plan
\nYear.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (nn)
\n      \u0093Stock<\/b>\u0094 means the common stock, par value $0.075 per share, of the Company.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (oo)
\n      \u0093Stock Unit<\/b>\u0094 means a non-voting, non-transferable unit of
\nmeasurement that is deemed for bookkeeping and distribution purposes only to
\nrepresent one outstanding share of Stock.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(7)<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n           (pp)
\n      \u0093Supplemental Deferral<\/b>\u0094 means the Compensation Deferral described in Section
\n4.1(c).<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (qq)
\n      \u0093Supplemental Director Contribution<\/b>\u0094 means the contribution made by the Company
\non behalf of a Director as described in Section 4.2(c).<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (rr)
\n       \u0093Supplemental Plan<\/b>\u0094 shall have the meaning set forth in Section 1.1 of this Plan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ss)
\n       \u0093Unforeseeable Emergency<\/b>\u0094 means a severe financial hardship to the Participant
\nresulting from (i) a sudden and unexpected illness or accident of the Participant or
\none of the Participant\u0092s dependents (as defined under Section 152(a) of the
\nCode); (ii) loss of the Participant\u0092s property due to casualty; or (iii) such
\nother similar extraordinary and unforeseeable circumstances arising as a result of an
\nunforeseeable event or events beyond the control of the Participant, as determined by the
\nPlan Administrator in its sole and absolute discretion.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           2.2
\n      Construction<\/u><\/b>. If any provision of this Plan is determined
\nto be for any reason invalid or unenforceable, the remaining provisions of this
\nPlan shall continue in full force and effect. All of the provisions of this Plan
\nshall be construed and enforced in accordance with the laws of the State of
\nCalifornia and shall be administered according to the laws of such state, except
\nas otherwise required by the Act, the Code or other applicable federal law. The
\nterm \u0093delivered to the PAC or Plan Administrator,\u0094 as used in this
\nPlan, shall include delivery to a person or persons designated by the PAC or
\nPlan Administrator, as applicable, for the disbursement and the receipt of
\nadministrative forms. Delivery shall be deemed to have occurred only when the
\nform or other communication is actually received. Headings and subheadings are
\nfor the purpose of reference only and are not to be considered in the
\nconstruction of this Plan.<\/font><\/p>\n
ARTICLE III
PARTICIPATION AND FORFEITABILITY OF BENEFITS<\/u><\/b><\/font><\/p>\n
           3.1
\n      Eligibility and Participation<\/u><\/b>. It is intended that
\neligibility to participate in the Plan shall be limited to Eligible Employees,
\nas determined by the PAC, in its sole and absolute discretion. Prior to the
\nbeginning of each Plan year, each Eligible Employee will be contacted and
\ninformed that he\/she may elect to defer portions of his\/her Compensation and\/or
\nBonus and shall be provided with an Election Form, investment crediting
\nrate preference designation and such other forms as the PAC or the Plan
\nAdministrator shall determine. An Eligible Employee shall become a Participant
\nby completing all required forms and making a deferral election pursuant to
\nSection 4.1. Eligibility to become a Participant for any Plan Year shall
\nnot entitle an Eligible Employee to continue as an active Participant
\nfor any subsequent Plan Year.<\/font><\/p>\n
           If
\nan Eligible Employee is hired\/retained during the Plan Year and
\ndesignated by the PAC to be a Participant for such year, such Eligible
\nEmployee may elect to participate within 30 days from the date
\nhe\/she is notified that he\/she is eligible to participate in<\/font><\/p>\n
<\/p>\n
(8)<\/font><\/p>\n
\n
the Plan, for the remainder of such Plan Year, by completing all
\nrequired forms and making a deferral election pursuant to Section 4.1. Designation
\nas a Participant for the Plan Year in which he\/she is hired\/retained shall not entitle
\nthe Eligible Employee to continue as an active Participant for any subsequent Plan Year.<\/font><\/p>\n
           A
\nParticipant under this Plan who separates from employment with the Company, or
\nwho ceases to be a Director, will continue as an inactive Participant under this
\nPlan until the Participant has received payment of all amounts payable to
\nhim\/her under this Plan. In the event that an Eligible Employee shall
\ncease active participation in the Plan because the Eligible Employee
\nis no longer described as a Participant pursuant to this Section 3.1, or
\nbecause he\/she shall cease making deferrals of Compensation and\/or Bonuses, the
\nEligible Employee shall continue as an inactive Participant under
\nthis Plan until he\/she has received payment of all amounts payable to him\/her
\nunder this Plan.<\/font><\/p>\n
           3.2
\n      Forfeitability of Benefits<\/u><\/b>. Except as provided in
\nSection 5.4 and Section 6.1, a Participant shall at all times have a
\nnonforfeitable right to amounts credited to his\/her Account pursuant to
\nSection 4.3, subject to the distribution provisions of Article V. As
\nprovided in Section 7.2, however, each Participant shall be only a general
\ncreditor of the Company or the Participant\u0092s employing Affiliate with
\nrespect to the payment of any benefit under this Plan.<\/font><\/p>\n
ARTICLE IV
\nDEFERRAL, COMPANY CONTRIBUTIONS, ACCOUNTING
AND INVESTMENT CREDITING RATES<\/u><\/b><\/font><\/p>\n
           4.1
\n      Deferral<\/u><\/b>. An Eligible Employee who is designated by the PAC
\nto be an Eligible Employee for a Plan Year may become a Participant for such
\nPlan Year by electing to defer Compensation and\/or his\/her Bonus pursuant to an
\nElection Form. Such Election Form shall be submitted to the Company not later
\nthan a date to be set by the Plan Administrator and shall be effective with
\nrespect to deferral elections with the first paycheck dated on or after the next
\nfollowing January 1. In the case of an Eligible Employee who is
\nhired\/retained during the Plan Year, the Election Form shall be
\nentered into within 30 days after the Eligible Employee is provided with notice
\nof his\/her eligibility to participate in the Plan and shall only be effective
\nwith respect to deferral elections with respect to Compensation and\/or Bonuses
\nearned after the date such Election Form is received by the Plan Administrator.
\nA Participant\u0092s Election Form shall only be effective with respect to a
\nsingle Plan Year and shall be irrevocable for the duration of such Plan Year.
\nDeferral elections for each subsequent Plan Year of participation shall be made
\npursuant to a new Election Form.<\/font><\/p>\n
           Compensation
\ndeferred by a Participant may be distributed, at the Participant\u0092s
\nelection, either in a lump sum or, in certain instances as described herein, in
\nequal monthly installments over a period of not less than one year nor more than
\n15 years. On each Election Form, the Participant shall specify the method in
\nwhich Compensation and\/or Bonuses deferred under the Plan shall be paid. If the
\nParticipant, during the Open Enrollment Period, elects a different method of
\npayment on a subsequent Election Form, such form<\/font><\/p>\n
<\/p>\n
(9)<\/font><\/p>\n
\n
of payment election shall supersede any prior payment elections made on
\nan earlier Election Form, provided such election has been in effect for 12 months.<\/font><\/p>\n
           Four
\ntypes of deferrals may be made under the Plan:<\/font><\/p>\n\n\n
 <\/td>\n           (a)
\n      Basic Deferral<\/b>. Each Eligible Employee may elect to defer a stated dollar
\namount, or designated full percentage, of Compensation to the Plan up to a
\nmaximum percentage of 75% (100% for Directors) of the Eligible Employee\u0092s
\nCompensation for such Plan Year. The Company shall not make any Matching
\nContributions with respect to any Basic Deferrals made to the Plan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (b)
\n      Bonus Deferral<\/b>. Each Eligible Employee may elect to defer a stated dollar
\namount, or designated full percentage, of his\/her Bonus to the Plan up to a
\nmaximum percentage of 100% (97% if a Supplemental Deferral is elected pursuant
\nto Section 4.1(c)) of the Employee\u0092s Bonus for such Plan Year. The Company
\nshall not make any Matching Contributions with respect to any Bonus Deferrals
\nmade to the Plan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (c)
\n      Supplemental Deferral<\/b>. Each Eligible Employee may elect to make Supplemental Deferrals to
\nthe Plan in accordance with the following provisions of this Section 4.1(c).<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (i)
\n      Statutory Limits<\/b>. Each Eligible Employee who is also a participant in the
\n401 (k) Plan may elect to automatically have 3% of his\/her Compensation
\ndeferred under the Plan when he\/she reaches any of the following statutory
\nlimitations under the 401 (k) Plan: (A) the limitation on Compensation
\nunder Section 401(a)(17) of the Code, as such limit is adjusted for cost of
\nliving increases; (B) the limitation imposed on elective deferrals under
\nSection 402(g) of the Code, as such limit is adjusted for cost of living
\nincreases; (C) the limitations on contributions and benefits under
\nSection 415 of the Code; or (D) the limitations on contributions imposed by
\nthe 401(k) Plan administrator in order to satisfy the limitations on
\ncontributions under sections 401 (k) and 401 (m) of the Code.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\n      Bonus<\/b>. Each Eligible Employee who is also a participant in the
\n401 (k) Plan may elect to automatically have 3% of his\/her Bonus deferred
\nunder the Plan as a Supplemental Deferral whether or not the Eligible Employee
\nhas reached the statutory limitations under the 401 (k) Plan described in
\nSection 4.1(c)(i). This Supplemental Deferral shall be applied to that
\nportion of the Eligible Employee\u0092s Bonus in excess of that deferred as a
\nBonus Deferral under Section 4.1(b). For example, if the Eligible Employee
\nelects to defer 50% of his\/her Bonus under Section 4.1(b) and also elects
\nto make a Supplemental Deferral under this Section 4.1(c), 50% of the
\nEligible Employee\u0092s Bonus will be deferred under Section 4.1(b) and 3%
\nof the Eligible Employee\u0092s Bonus will be deferred under this
\nSection 4.1(c).<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(10)<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n           (iii)
\n      401(k) Plan Before-Tax Savings Contribution Eligibility<\/b>. Each Eligible
\nEmployee who elects to participate in this Plan prior to the date on which
\nhe\/she becomes eligible to make before-tax savings contributions to the 401(k)
\nPlan, may elect, until such 401(k) Plan before-tax contribution eligibility
\ndate, to defer 3% of his\/her Compensation under the Plan as a Supplemental
\nDeferral for such Plan Year. Upon the Eligible Employee\u0092s 401 (k) Plan
\nbefore-tax contribution eligibility date, his\/her Supplemental Deferrals under
\nthis Section 4.1(c)(iii) shall cease and any subsequent Supplemental
\nDeferrals shall only be made by the Employee pursuant to
\nSection 4.1(c)(i) or Section 4.1(c)(ii), as applicable.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (d)
\n      Discretionary Deferral<\/b>. The PAC may authorize an Eligible Employee to
\ndefer a stated dollar amount, or designated full percentage, of Compensation to
\nthe Plan as a Discretionary Deferral. The PAC, in its sole and absolute
\ndiscretion, may limit the amount or percentage of Compensation an Eligible
\nEmployee may defer to the Plan as a Discretionary Deferral. The Company shall
\nnot make any Matching Contributions pursuant to Section 4.2(a) with respect
\nto any Discretionary Deferrals, but may elect to make a Discretionary
\nContribution to the Plan with respect to such Discretionary Deferrals in the
\nform of a discretionary matching contribution as described in
\nSection 4.2(b).<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           4.2
\n      Company Contributions<\/u><\/b>.<\/font><\/p>\n\n\n
 <\/td>\n           (a)
\n      Matching Contribution<\/b>. The Company shall make a Matching Contribution to
\nthe Plan each Plan Year on behalf of each Participant who makes a Supplemental
\nDeferral to the Plan. Such Matching Contribution shall equal 100% of the
\nParticipant\u0092s Supplemental Deferrals for such Plan Year. In addition, the
\nCompany shall make a Matching Contribution to the Plan for the Plan Year on
\nbehalf of each Participant who is eligible to participate in the 401 (k)
\nPlan but is not eligible to receive an employer matching contribution under the
\n401 (k) Plan by reason of the one year eligibility service requirement.
\nSuch Matching Contribution shall equal 3% of the Participant\u0092s Compensation
\nearned during the period beginning on the date on which such Participant elects
\nto make Supplemental Deferrals to the Plan in accordance with
\nSection 4.1(c)(iii).<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (b)
\n      Discretionary Contribution<\/b>. The Company may elect to make a Discretionary
\nContribution to a Participant\u0092s Account in such amount, and at such time,
\nas shall be determined by the Compensation Committee. If a Participant who is a
\nCovered Person receives a Discretionary Contribution, that Participant shall not
\nbe permitted to receive that Discretionary Contribution until such
\nParticipant\u0092s employment with the Company is terminated; provided, however,
\nthat if such Participant has elected to receive a distribution upon the
\noccurrence of a Change of Control and a Change of Control occurs, such
\nParticipant shall be entitled to receive such Change of Control distribution in
\naccordance with Section 5.9 of this Plan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(11)<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n           (c)
\n      Supplemental Director Contribution<\/b>. The Company shall make a Supplemental
\nDirector Contribution to the Plan on behalf of each Director who makes a Basic
\nDeferral and makes a request for amounts deferred to be invested in Stock Units
\npursuant to Section 4.4(b). On each date on which a Director\u0092s Basic
\nDeferral is invested in Stock Units, the Company will make a Supplemental
\nDirector Contribution in an amount equal to 15% of the amount of the
\nDirector\u0092s Basic Deferral invested in Stock Units on such date. Such
\nSupplemental Director Contribution shall be invested in Stock Units for the
\naccount of such Director.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           4.3
\n      Accounting for Deferred Compensation<\/u><\/b>.<\/font><\/p>\n\n\n
 <\/td>\n           (a)
\n      Cash Account<\/b>. If a Participant has made an election to defer his\/her
\nCompensation and\/or Bonus and has made a request for amounts deferred to be
\ninvested pursuant to Section 4.4(a), the Company may, in its sole and absolute
\ndiscretion, establish and maintain a cash Account for the Participant under this
\nPlan. Each cash Account shall be adjusted at least quarterly to reflect the
\nBasic Deferrals, Bonus Deferrals, Supplemental Deferrals, Discretionary
\nDeferrals, Matching Contributions and Discretionary Contributions credited
\nthereto, earnings or losses credited on such Basic Deferrals, Bonus Deferrals,
\nSupplemental Deferrals, Discretionary Deferrals, Matching Contributions and
\nDiscretionary Contributions, and any payment or withdrawal of such Basic
\nDeferrals, Bonus Deferrals, Supplemental Deferrals, Discretionary Deferrals and,
\nMatching Contributions and Discretionary Contributions. The amounts of Basic
\nDeferrals, Bonus Deferrals, Supplemental Deferrals, Discretionary Deferrals and
\nMatching Contributions shall be credited to the Participant\u0092s cash Account
\nwithin five business days of the date on which such Compensation and\/or Bonus
\nwould have been paid to the Participant had the Participant not elected to defer
\nsuch amount pursuant to the terms and provisions of the Plan. Any Discretionary
\nContributions shall be credited to each Participant\u0092s cash Account at such
\ntimes as determined by the Compensation Committee. In the sole and absolute
\ndiscretion of the Plan Administrator, more than one cash Account may be
\nestablished for each Participant to facilitate record-keeping convenience and
\naccuracy. Each such cash Account shall be credited and adjusted as provided in
\nthis Plan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (b)
\n      Stock Unit Account<\/b>. If a Participant has made an election to defer
\nhis\/her Compensation and\/or Bonus and has made a request for amounts deferred to
\nbe invested in Stock Units pursuant to Section 4.4(b), the Company may, in its
\nsole and absolute discretion, establish and maintain a Stock Unit
\nAccount and credit the Participant\u0092s Stock Unit Account, within
\nfive business days of the date on which such Compensation
\nand\/or Bonus otherwise would have been payable, with a number of Stock Units
\ndetermined by dividing an amount equal to the Basic Deferrals, Bonus Deferrals,
\nSupplemental Deferrals, Discretionary Deferrals, Matching Contributions and
\nDiscretionary Contributions made as of such date by the Fair Market Value of a
\nshare of Stock on the fifth day following the date such Compensation and\/or Bonus
\notherwise would have been<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(12)<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n
\npayable.
\nIn the sole and absolute discretion of the Plan Administrator, more than one Stock Unit
\nAccount may be established for each Participant to facilitate record-keeping convenience
\nand accuracy.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (i)
\n      The Stock Units credited to a Participant\u0092s Stock Unit Account shall be
\nused solely as a device for determining the number of shares of Stock eventually
\nto be distributed to the Participant in accordance with this Plan. The Stock
\nUnits shall not be treated as property of the Participant or as a trust fund of
\nany kind. No Participant shall be entitled to any voting or other stockholder
\nrights with respect to Stock Units credited under this Plan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\n      If the outstanding shares of Stock are increased, decreased, or exchanged for a
\ndifferent number or kind of shares or other securities, or if additional shares
\nor new or different shares or other securities are distributed with respect to
\nsuch shares of Stock or other securities, through merger, consolidation,
\nspin-off, sale of all or substantially all the assets of the Company,
\nreorganization, recapitalization, reclassification, stock dividend, stock split,
\nreverse stock split or other distribution with respect to such shares of Stock
\nor other securities, an appropriate and proportionate adjustment shall be made
\nby the Compensation Committee in the number and kind of Stock Units credited to
\na Participant\u0092s Stock Unit Account.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (c)
\n      Accounts Held in Trust<\/b>. Amounts credited to Participants\u0092 Accounts
\nmay be secured by one or more trusts, as provided in Section 7.1, but shall be
\nsubject to the claims of the Company\u0092s general creditors. Although the
\nprincipal of such trust and any earnings or losses thereon shall be
\nseparate and apart from other funds of the Company and shall be used for the
\npurposes set forth therein, neither the Participants nor their Beneficiaries
\nshall have any preferred claim on, or any beneficial ownership in, any assets of
\nthe trust prior to the time such assets are paid to the Participant or
\nBeneficiaries as benefits and all rights created under this Plan shall be
\nunsecured contractual rights of Plan Participants and Beneficiaries against the
\nCompany. Any assets held in the trust shall be subject to the claims of the
\nCompany\u0092s general creditors under federal and state law in the event of
\ninsolvency. The assets of any trust established pursuant to this Plan shall
\nnever inure to the benefit of the Company and the same shall be held for the
\nexclusive purpose of providing benefits to Participants and their beneficiaries.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           4.4
\n      Investment Crediting Rates<\/u><\/b>. At the
\ntime of making a deferral election described in Section 4.1, the
\nParticipant shall request on an Election Form the type of investment
\ncrediting rate option with which the Participant would like the
\nCompany, in its sole and absolute discretion, to credit the Participant: one of
\nseveral investment crediting rate options payable in cash or an
\ninvestment crediting rate option based on the performance of the
\nprice of the Company\u0092s Stock and payable in the Company\u0092s Stock.<\/font><\/p>\n\n\n
 <\/td>\n           (a)
\n      Cash Investment Crediting Rate Options<\/b>. A
\nParticipant may request on an Election Form the type of investment in which the
\nParticipant would like amounts deferred by the Participant to be deemed invested
\nfor purposes of determining the amount of earnings or losses to be
\ncredited or losses to be debited to his\/her cash Account. The Participant shall
\nspecify his\/her preference from among the following possible investment
\ncrediting rate options:<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(13)<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n           (i)
\n      An annual rate of interest equal to 1% below the prime rate of interest as quoted by
\nBloomberg, compounded daily; or<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\n      One or more benchmark mutual funds.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n
\n           A
\nParticipant may change, on a daily basis, the investment crediting rate preference under
\nthis Section 4.4(a) by filing an election in such manner as shall be determined by
\nthe PAC. Notwithstanding any request made by a Participant, the Company, in its sole and
\nabsolute discretion, shall determine the investment rate with which to credit amounts
\ndeferred by Participants under this Plan, provided, however, that if the Company chooses
\nan investment crediting rate other than the investment crediting rate requested by the
\nParticipant, such investment crediting rate cannot be less than (i) above.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (b)
\n      Stock Units<\/b>. A Participant may request on an Election Form to have
\namounts deferred by him\/her invested in Stock Units. Deferrals invested in Stock
\nUnits are irrevocable and shall be distributed in an equivalent whole number of
\nshares of Stock. Any fractional share interests shall be paid in cash with the
\nlast distribution.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (c)
\n      Deemed Election<\/b>. In his\/her request(s) pursuant to this Section 4.4, the
\nParticipant may request that all or any multiple of his\/her Account (in whole
\npercentage increments) be deemed invested in one or more of the investment
\ncrediting rate preferences provided under the Plan as communicated
\nfrom time to time by the PAC. Although a Participant may express an investment
\ncrediting  rate preference, the Company shall not be bound
\nby such request. If a Participant fails to set forth his\/her investment
\ncrediting rate preference under this Section 4.4, he\/she shall
\nbe deemed to have elected an annual rate of interest equal to 1% below the prime
\nrate of interest as quoted by Bloomberg, compounded daily. The PAC shall select
\nfrom time to time, in its sole and absolute discretion, the possible
\ninvestment crediting rate options to be offered on a Participant\u0092s
\ndeferrals and contributions for any Plan Year.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (d)
\n      Transferred Accounts<\/b>. The Company retains the right in its sole and
\nabsolute discretion to transfer a Participant\u0092s Supplemental Plan account
\nbalance, as the Company deems appropriate, from the Supplemental Plan to this
\nPlan. In the event that the Company determines that a transfer of a
\nParticipant\u0092s Supplemental Plan account balance to this Plan is
\nappropriate, a Participant shall be permitted to express an investment
\ncrediting rate preference with respect to such transferred amounts.
\nIn the event a Participant\u0092s Supplemental Plan account balance is
\ntransferred from the Supplemental Plan to this Plan, such transferred amount
\nshall be treated in all other respects as if such amount were initially deferred
\npursuant to the terms of this Plan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(14)<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n           (e)
\n      Company Contributions<\/b>. Contributions to the Plan made by
\nthe Company and allocated to  a Participant\u0092s Account pursuant
\nto Section 4.2 shall be invested in accordance with the investment
\ncrediting rate requested by such Participant on his\/her Election Form for
\nthe relevant Plan Year.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
ARTICLE V
DISTRIBUTION OF BENEFITS<\/u><\/b><\/font><\/p>\n
           5.1
\n      General Rules<\/u><\/b>. A Participant may elect to receive payment on Basic Deferrals and Bonus
\nDeferrals, and earnings or losses thereon, at any of the following times:<\/font><\/p>\n\n\n
 <\/td>\n           (a)
\n      As soon as practicable after termination of a Participant\u0092s employment, retirement,
\nDisability or death;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (b)
\n      In the first January following, or in the second January following, but not
\nlater than the second January following, the Participant\u0092s termination of
\nemployment, retirement, Disability or death; or<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (c)
\n      At a specified future date while still in the employ of the Company.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           Supplemental
\nDeferral Balances and earnings or losses thereon, are distributable
\nonly upon a Participant\u0092s termination of employment, retirement, Disability
\nor death.<\/font><\/p>\n
           All
\ndistributions from the Plan shall be taxable as ordinary income when received and subject
\nto appropriate withholding of income taxes.<\/font><\/p>\n
           5.2
\n      Distributions Resulting from Termination<\/u><\/b>. In the
\ncase of a Participant who terminates employment with the Company for any reason
\nand has an Account balance of $100,000 or less, such Participant shall be paid
\nthe balance in his\/her Account in a lump sum in accordance with Section 5.1.<\/font><\/p>\n
           A
\nParticipant who has an Account balance in excess of $100,000 may elect either a
\nlump sum distribution or monthly installments over a period of not less than one
\nnor more than 15 years. Such Participant\u0092s Election Form that has been in
\neffect for at least 12 months and made during an Open Enrollment Period shall
\ngovern the form of distribution. In the event a Participant elects monthly
\ninstallments, such installment payments will begin in accordance with Section
\n5.1(a) or 5.1(b). All amounts held for a Participant\u0092s or
\nBeneficiary\u0092s benefit shall be revalued annually if paid in installments.<\/font><\/p>\n
           5.3
\n      Scheduled In-Service Withdrawals<\/u><\/b>. In the case of a
\nParticipant who, while still in the employ of the Company, has elected a
\nScheduled Withdrawal Date for distribution of his\/her Basic Deferrals and Bonus
\nDeferrals, and earnings or losses thereon, such Participant shall
\nreceive a lump sum payment that must occur at least two calendar years after the
\nend of the Plan Year in which the Basic and Bonus Deferrals occurred. A
\nParticipant may extend the Scheduled Withdrawal Date with respect to Basic
\nDeferrals and<\/font><\/p>\n
<\/p>\n
(15)<\/font><\/p>\n
\n
Bonus Deferrals for any Plan Year, provided (i) such extension
\noccurs at least one year before the Scheduled Withdrawal Date, (ii) such extension
\nis for a period of not less than two years from the Scheduled Withdrawal Date, (iii) the
\nParticipant may not extend the Scheduled Withdrawal Date more than two times and (iv) any
\nsuch extension shall be effective only if consented to by the PAC. All such lump sum
\ndistributions will be paid in the January of the year specified on the election form.<\/font><\/p>\n
           If
\na Participant retires, terminates employment, incurs a Disability or dies prior
\nto any Scheduled Withdrawal Date, the Scheduled In-Service Withdrawal will
\nbe disregarded and waived and the Participant\u0092s Account
\nbalance will be distributed after the Participant\u0092s retirement,
\ndeath, Disability or termination of employment in the same form of distribution
\nelected with respect to retirement, death, Disability or termination.<\/font><\/p>\n
           5.4
\n      Non-Scheduled Withdrawals<\/u><\/b>. A Participant shall be permitted to elect a Non-Scheduled
\nWithdrawal, subject to the following restrictions:<\/font><\/p>\n\n\n
 <\/td>\n           (a)
\n      The election to take a Non-Scheduled Withdrawal shall be made by filing a form
\nprovided by and filed with the PAC prior to the end of any calendar month.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (b)
\n      The amount of the Non-Scheduled Withdrawal shall in all cases not exceed 90% of
\nthe gross amount of a Participant\u0092s Account balance.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (c)
\n      The amount described in subsection (b) above shall be paid in a lump sum as soon
\nas practicable after the end of the month in which the Non-Scheduled Withdrawal
\nelection is made.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (d)
\n      If a Participant receives a Non-Scheduled Withdrawal from his\/her Account, the
\nParticipant shall permanently forfeit an amount equal to 10% of the gross amount
\nof the Non-Scheduled Withdrawal and the Company shall have no obligation to the
\nParticipant or his\/her Beneficiary with respect to such forfeited amount.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (e)
\n      If a Participant receives a Non-Scheduled Withdrawal of any part of his\/her
\nAccount, the Participant will be ineligible to participate in the Plan for the
\nbalance of the Plan Year and the next following Plan Year.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           5.5
\n      Financial Necessity Distributions<\/u><\/b>.<\/font><\/p>\n\n\n
 <\/td>\n           (a)
\n      Unforeseeable Emergency<\/b>. Upon application by the Participant, the Plan
\nAdministrator, in its sole and absolute discretion, may direct payment of all or
\na portion of the Basic Deferrals, Bonus Deferrals and\/or Discretionary Deferrals
\ncredited to the Account of a Participant prior to his\/her separation from
\nemployment or termination as a Director in the event of an Unforeseeable
\nEmergency. Any such application shall set forth the circumstances constituting
\nsuch Unforeseeable Emergency.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           In
\naddition to the deferrals specified in this Section 5.5(a), upon application by
\nthe Participant, the Plan Administrator, in its sole and absolute discretion,
\nmay direct payment of all or a portion of the Supplemental Deferrals credited to
\nthe Account of<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(16)<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n
\nthe
\nParticipant prior to his\/her separation from employment or termination as a Director in
\nthe event of an Unforeseeable Emergency. Such application and payment shall be subject to
\nthe same conditions and limitations as a request for any other payment of deferrals under
\nthis Section 5.5.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (b)
\n      Foreseeable Emergency<\/b>. Upon application by the Participant, the Plan
\nAdministrator, in its sole and absolute discretion, may direct payment of all or
\na portion of the Basic Deferrals, Bonus Deferrals and\/or Discretionary Deferrals
\ncredited to the Account of a Participant prior to his\/her separation from
\nemployment or termination as a Director in the event of an Foreseeable
\nEmergency. Any such application shall set forth the circumstances constituting
\nsuch Foreseeable Emergency.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (c)
\n      General Rules Regarding Financial Necessity Distributions<\/b>. The
\nPlan Administrator may not direct payment of any Basic Deferrals, Bonus
\nDeferrals, Supplemental Deferrals, and\/or Discretionary Deferrals credited to
\nthe Account of a Participant to the extent that such an Emergency is or may be
\nrelieved (i) by reimbursement or compensation by insurance or otherwise or
\n(ii) by cessation of Basic Deferrals, Bonus Deferrals and\/or Discretionary
\nDeferrals under this Plan. In the event that the Plan Administrator, in its sole
\nand absolute discretion, shall determine that such Emergency may be alleviated
\nby such cessation of deferrals under the Plan, the Plan Administrator shall deny
\nsuch financial necessity distribution and require the cancellation of the
\nParticipant\u0092s Basic Deferral, Bonus Deferral and\/or Discretionary Deferral
\nelections for the Plan Year in which an Emergency shall occur. Conversely, if
\nthe Plan Administrator, in its sole and absolute discretion, shall determine
\nthat such Emergency may not be alleviated by such cessation of Basic Deferrals,
\nBonus Deferrals and\/or Discretionary Deferrals, it may approve such financial
\nnecessity distribution. Any distribution from the Plan due to Emergency shall be
\npermitted only to the extent necessary to satisfy such Emergency, in the sole
\nand absolute discretion of the Plan Administrator, both with respect to the
\ndetermination as to whether an Emergency exists and also with respect to
\ndetermination of the amount distributable. The Plan Administrator may permit a
\nfinancial necessity distribution under this Section 5.5, but as a result
\nthe Participant will be ineligible to participate in the Plan for the balance of
\nthe Plan Year and the next following Plan Year.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           5.6
\n      Elective Distributions<\/u><\/b>. A Participant may elect to receive
\na distribution of amounts credited to his\/her Account upon a determination by
\nthe Internal Revenue Service or a state taxing authority of competent
\njurisdiction that amounts credited to such Account are subject to inclusion in
\nthe gross income of such Participant or Beneficiary for federal or state income
\ntax purposes. Neither the PAC nor the Plan Administrator shall have any
\nobligation to determine whether any such determination is or has been made with
\nrespect to any Participant and shall assume that no such determination has been
\nmade until advised by the Participant, in writing, that such determination has
\nbeen made and that either such determination is final and binding, or that
\nobtaining judicial review of such determination is not reasonably likely to
\nresult in a reversal of such determination or is economically prohibitive.<\/font><\/p>\n
<\/p>\n
(17)<\/font><\/p>\n
\n
           5.7
\n      Death of a Participant<\/u><\/b>. If a Participant dies while
\nemployed by the Company, the Participant\u0092s Account balance will be paid to
\nthe Participant\u0092s Beneficiary in the manner elected by the Participant.<\/font><\/p>\n

\n           In
\nthe event a terminated Participant dies while receiving installment payments, the
\nremaining installments shall be paid to the Participant\u0092s Beneficiary as such
\npayments become due.<\/font><\/p>\n

\n           In
\nthe event a terminated Participant dies before receiving his\/her lump sum payment or
\nbefore he\/she begins receiving installment payments, the lump sum payment or installment
\npayments shall be paid to the Participant\u0092s Beneficiary as such payments become due.<\/font><\/p>\n
           5.8
\n      Disability of a Participant<\/u><\/b>. In the event of the Disability
\nof the Participant, the Participant shall be entitled to a distribution of the
\nParticipant\u0092s Account balance in the manner elected in advance by the
\nParticipant and, if applicable, in accordance with Section 6.2.<\/font><\/p>\n
           5.9
\n      Change of Control<\/u><\/b>. A Participant may, during an Open
\nEnrollment Period, file an Election Form in which the Participant elects to
\nreceive a lump sum distribution of his\/her Account balance in the event that a
\nChange of Control, as defined in Section 2.1(j), occurs. The Participant\u0092s
\nelection with respect to a distribution of his\/her Account in the event of a
\nChange of Control must have been in effect for 12 months prior to the time of
\nthe Change of Control. If elected, payment will be made as soon as practicable,
\nbut in any event not more than six months, after the occurrence of a
\nChange of Control.<\/font><\/p>\n
           Notwithstanding
\nany provision in this Plan to the contrary, to the extent that any
\nportion of the lump sum distribution is characterized as a parachute payment
\nwithin the meaning of Proposed Regulations Section 1.280G-1 Q\/A-24, or any
\nsimilar Regulations, then in no event shall the present value of such parachute
\npayment, when added to the present value of all other parachute payments
\nreceived as a result of a Change of Control, exceed 299% of the
\nParticipant\u0092s \u0093base amount\u0094 as that term is defined in Section
\n280G of the Code.<\/font><\/p>\n
           If
\na Participant has elected to receive a lump sum distribution of his\/her Account
\nbalance in the event of a Change of Control, a portion of which distribution is
\ncharacterized as a parachute payment, and such portion, when added to the
\npresent value of all other parachute payments to be received as a result of a
\nChange of Control, exceeds an amount equal to 299% of the Participant\u0092s
\nbase amount, then the Participant may elect (a) to revoke the election made
\npursuant to this Section 5.9, or (b) to receive in a lump sum distribution that
\nportion of his\/her Account balance which does not result in a parachute payment
\nwith the remainder being distributed in accordance with the Participant\u0092s
\nelection under Section 5.1.<\/font><\/p>\n
           5.10
\n      Withholding<\/u><\/b>. Any taxes or other legally required
\nwithholdings from Compensation and Bonus deferrals and\/or payments to
\nParticipants or Beneficiaries hereunder shall be deducted and withheld by the
\nCompany, benefit provider or funding agent as required pursuant to applicable
\nlaw. A Participant or Beneficiary shall be provided with a tax withholding
\nelection form for purposes of federal and state tax withholding, if applicable.<\/font><\/p>\n
<\/p>\n
(18)<\/font><\/p>\n
\n
           5.11
\n      Suspension of Benefits<\/u><\/b>. If a Participant terminates service
\nand begins receiving installment distributions and such Participant is
\nreemployed by the Company, then such Participant\u0092s installment
\ndistributions shall be suspended during the period of his\/her reemployment. Upon
\nthe Participant\u0092s subsequent termination of service, such installment
\ndistributions shall recommence in the same form as they were being paid before
\nthe reemployment, unless during the period of the Participant\u0092s
\nreemployment he\/she is eligible to participate in the Plan and elects a
\ndifferent form of payment on his\/her Election Form in accordance with this
\nArticle V.<\/font><\/p>\n
ARTICLE VI
PAYMENT LIMITATIONS<\/u><\/b><\/font><\/p>\n
           6.1
\n      Spousal Claims<\/u><\/b>.<\/font><\/p>\n\n\n
 <\/td>\n           (a)
\n      In the event that an Alternate Payee is entitled to all or a portion of a
\nParticipant\u0092s Account(s) pursuant to the terms of a DRO, such Alternate
\nPayee shall have the following distribution rights with respect to such
\nParticipant\u0092s Account(s):<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (i)
\n      payment of benefit in a lump sum as soon as practicable following the acceptance of the
\nDRO by the Plan Administrator;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\n      payment of benefit in a lump sum in the first January following, or in the
\nsecond January following, but not later than the second January following, the
\nacceptance of the DRO by the Plan Administrator;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iii)
\n      payment of benefit in equal monthly installments over a period of not less than
\none nor more than 15 years from the date the DRO is accepted by the Plan
\nAdministrator, but only if the Alternate Payee has an Account balance in excess
\nof $100,000;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iv)
\n      payment of benefit in equal monthly installments over a period of not less than
\none nor more than 15 years beginning the first January following, or the second
\nJanuary following, the date the DRO is accepted by the Plan Administrator, but
\nonly if the Alternate Payee has an Account balance in excess of $100,000.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n
\nAn
\nAlternate Payee who desires to elect either of the distributions described in
\nsubsections (ii) or (iii) above, must complete and deliver to the Plan
\nAdministrator all required forms and make such election within 30 days from the
\ndate she\/he is notified that she\/he is eligible to participate in the Plan. Any
\nAlternate Payee who does not complete and deliver to the Plan Administrator all
\nrequired forms and\/or does not elect either of the distributions described in
\nsubsections (ii) or (iii) above shall receive his\/her distributions in a lump
\nsum according to subsection (i) above.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(19)<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n           (b)
\n      Any taxes or other legally required withholdings from payments to such Alternate
\nPayee shall be deducted and withheld by the Company, benefit provider or funding
\nagent. The Alternate Payee shall be provided with a tax withholding election
\nform for purposes of federal and state tax withholding, if applicable.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (c)
\n      The Plan Administrator shall have sole and absolute discretion to determine
\nwhether a judgment, decree or order is a DRO, to determine whether a DRO shall
\nbe accepted for purposes of this Section 6.1 and to make interpretations under
\nthis Section 6.1, including determining who is to receive benefits, all
\ncalculations of benefits, and the amount of taxes to be withheld. The decisions
\nof the Plan Administrator shall be binding on all parties with an interest.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (d)
\n      Any benefits payable to an Alternate Payee pursuant to the terms of a DRO shall
\nbe subject to all provisions and restrictions of the Plan and any dispute
\nregarding such benefits shall be resolved pursuant to the Plan claims procedure
\nin Article VIII.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           6.2
\n      Legal Disability<\/u><\/b>. If a person entitled to any payment under
\nthis Plan shall, in the sole judgment of the Plan Administrator, be under a
\nlegal disability, or otherwise shall be unable to apply such payment to his\/her
\nown interest and advantage, the Plan Administrator, in the exercise of its
\ndiscretion, may direct the Company or payor of the benefit to make any such
\npayment in any one or more of the following ways:<\/font><\/p>\n\n\n
 <\/td>\n           (a)
\n      Directly to such person;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (b)
\n      To his\/her legal guardian or conservator; or<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (c)
\n      To his\/her spouse or to any person charged with the duty of his\/her support, to
\nbe expended for his\/her benefit and\/or that of his\/her dependents.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           The
\ndecision of the Plan Administrator shall in each case be final and binding upon
\nall persons in interest, unless the Plan Administrator shall reverse its
\ndecision due to changed circumstances.<\/font><\/p>\n
           6.3
\n      Assignment<\/u><\/b>.
\nExcept as provided in Section 6.1, no Participant or Beneficiary shall have
\nany right to assign, pledge, transfer, convey, hypothecate, anticipate or in any
\nway create a lien on any amounts payable hereunder. No amounts payable hereunder
\nshall be subject to assignment or transfer or otherwise be alienable, either by
\nvoluntary or involuntary act, or by operation of law, or subject to attachment,
\nexecution, garnishment, sequestration or other seizure under any legal,
\nequitable or other process, or be liable in any way for the debts or defaults of
\nParticipants and their Beneficiaries.<\/font><\/p>\n
<\/p>\n
(20)<\/font><\/p>\n
\n
ARTICLE VII
FUNDING<\/u><\/b><\/font><\/p>\n
           7.1
\n      Funding<\/u><\/b>. Benefits under this Plan shall be funded solely by
\nthe Company and its Affiliates. Benefits under this Plan shall constitute an
\nunfunded general obligation of the Company, but the Company may create reserves,
\nfunds and\/or provide for amounts to be held in trust to fund such benefits on
\nthe Company\u0092s or its Affiliates\u0092 behalf. Payment of benefits may be
\nmade by the Company, any trust established by the Company or through a service
\nor benefit provider to the Company or such trust.<\/font><\/p>\n
           7.2
\n      Creditor Status<\/u><\/b>. Participants and their Beneficiaries shall
\nbe general unsecured creditors of the Company or the Participants\u0092
\nemploying Affiliate(s) with respect to the payment of any benefit under this
\nPlan, unless such benefits are provided under a contract of insurance or an
\nannuity contract that has been delivered to Participants, in which case
\nParticipants and their Beneficiaries shall look to the insurance carrier or
\nannuity provider for payment, and not to the Company or Affiliate. The
\nCompany\u0092s or Affiliate\u0092s obligation for such benefit shall be
\ndischarged by the purchase and delivery of such annuity or insurance contract.<\/font><\/p>\n
ARTICLE VIII
ADMINISTRATION<\/u><\/b><\/font><\/p>\n
           8.1
\n      The PAC<\/u><\/b>. The overall administration of the Plan will
\nbe the responsibility of the PAC.<\/font><\/p>\n
           8.2
\n      Powers of PAC<\/u><\/b>. In order to effectuate the purposes of
\nthe Plan, the PAC will have the following powers:<\/font><\/p>\n\n\n
 <\/td>\n           (a)
\n      To appoint the Plan Administrator;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (b)
\n      To review and render decisions respecting a denial of a claim for benefits under the Plan;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (c)
\n      To construe the Plan and to make equitable adjustments for any mistakes or errors made in
\nthe administration of the Plan; and<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (d)
\n      To determine and resolve, in its sole and absolute discretion, all questions
\nrelating to the administration of the Plan and the trust established to
\nsecure the assets of the Plan (i) when differences of opinion
\narise between the Employer, the Plan Administrator, the Trustee, a Participant,
\nor any of them and (ii) whenever it is deemed advisable to determine such
\nquestions in order to promote the uniform and nondiscriminatory administration
\nof the Plan for the greatest benefit of all parties concerned.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(21)<\/font><\/p>\n
\n
The foregoing list of express powers is not intended to be
\neither complete or conclusive, and the PAC will, in addition, have such powers
\nas it may reasonably determine to be necessary or appropriate in the performance
\nof its powers and duties under the Plan.<\/font><\/p>\n
           8.3
\n      Appointment of Plan Administrator<\/u><\/b>. The PAC will appoint the
\nPlan Administrator, who will have the responsibility and duty to administer the
\nPlan on a daily basis. The PAC may remove the Plan Administrator with or without
\ncause at any time. The Plan Administrator may resign upon written notice to the
\nPAC.<\/font><\/p>\n
           8.4
\n      Duties of Plan Administrator<\/u><\/b>. The Plan Administrator will have the following duties:<\/font><\/p>\n\n\n
 <\/td>\n           (a)
\n      To direct the administration of the Plan in accordance with the provisions herein set
\nforth;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (b)
\n      To adopt rules of procedure and regulations necessary for the administration of the Plan,
\nprovided such rules are not inconsistent with the terms of the Plan;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (c)
\n      To determine all questions with regard to rights of Employees, Participants, and
\nBeneficiaries under the Plan including, but not limited to, questions involving
\neligibility of an Employee to participate in the Plan and the value of a
\nParticipant\u0092s Accounts;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (d)
\n      To enforce the terms of the Plan and any rules and regulations adopted by the PAC;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (e)
\n      To review and render decisions respecting a claim for a benefit under the Plan;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (f)
\n      To furnish the Company with information that the Company may require for tax or other
\npurposes;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (g)
\n      To engage the service of counsel (who may, if appropriate, be counsel for the Company),
\nactuaries, and agents whom it may deem advisable to assist it with the performance of its
\nduties;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (h)
\n      To prescribe procedures to be followed by distributees in obtaining benefits;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (i)
\n      To receive from the Company and from Participants such information as is necessary for
\nthe proper administration of the Plan;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (j)
\n      To establish and maintain, or cause to be maintained, the individual Accounts described
\nin Section 4.3;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(22)<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n           (k)
\n      To create and maintain such records and forms as are required for the efficient
\nadministration of the Plan;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (l)
\n      To make all determinations and computations concerning the benefits, credits and debits
\nto which any Participant, or other Beneficiary, is entitled under the Plan;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (m)
\n      To give the Trustee of the trust established to serve as a source of funds under
\nthe Plan specific directions in writing with respect to:<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (i)
\n      the making of distribution payments, giving the names of the payees, the amounts to be
\npaid and the time or times when payments will be made; and<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\n      the making of any other payments which the Trustee is not by the terms of the trust
\nagreement authorized to make without a direction in writing by the Plan Administrator;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (n)
\n      To comply with all applicable lawful reporting and disclosure requirements of the Act;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (o)
\n      To comply (or transfer responsibility for compliance to the Trustee) with all applicable
\nfederal income tax withholding requirements for benefit distributions; and<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (p)
\n      To construe the Plan, in its sole and absolute discretion, and make equitable
\nadjustments for any mistakes and errors made in the administration of the Plan.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
The foregoing list of express duties is not intended to be
\neither complete or conclusive, and the Plan Administrator will, in addition,
\nexercise such other powers and perform such other duties as it may deem
\nnecessary, desirable, advisable or proper for the supervision and administration
\nof the Plan.<\/font><\/p>\n
           8.5
\n      Indemnification of PAC and Plan Administrator<\/u><\/b>. To the
\nextent not covered by insurance, or if there is a failure to provide full
\ninsurance coverage for any reason, and to the extent permissible under corporate
\nby-laws and other applicable laws and regulations, the Company agrees to hold
\nharmless and indemnify the PAC and Plan Administrator against any and all claims
\nand causes of action by or on behalf of any and all parties whomsoever, and all
\nlosses therefrom, including, without limitation, costs of defense and reasonable
\nattorneys\u0092 fees, based upon or arising out of any act or omission relating
\nto or in connection with the Plan other than losses resulting from the
\nPAC\u0092s, or any such person\u0092s, fraud or willful misconduct.<\/font><\/p>\n
           8.6
\n      Claims for Benefits<\/u><\/b>.<\/font><\/p>\n\n\n
 <\/td>\n           (a)
\n      Initial Claim<\/b>. In the event that an Employee, Eligible
\nEmployee, Participant or his\/her Beneficiary claims to be eligible for
\nbenefits, or claims any rights under this Plan, he\/she must complete and submit
\nsuch claim forms and supporting<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(23)<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n
\ndocumentation
\nas shall be required by the Plan Administrator, in its sole and absolute discretion.
\nLikewise, any Participant or Beneficiary who feels unfairly treated as a result of the
\nadministration of the Plan, must file a written claim, setting forth the basis of the
\nclaim, with the Plan Administrator. In connection with the determination of a claim, or
\nin connection with review of a denied claim, the claimant may examine this Plan, and any
\nother pertinent documents generally available to Participants that are specifically
\nrelated to the claim.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           A
\nwritten notice of the disposition of any such claim shall be furnished to the
\nclaimant within 90 days after the claim is filed with the Plan Administrator.
\nSuch notice shall refer, if appropriate, to pertinent provisions of this Plan,
\nshall set forth in writing the reasons for denial of the claim if a claim is
\ndenied (including references to any pertinent provisions of this Plan) and,
\nwhere appropriate, shall explain how the claimant may perfect the claim. If the
\nclaim is denied, in whole or in part, the claimant shall also be notified in
\nwriting that a review procedure is available. All  benefits
\nprovided in this Plan as a result of the disposition of a claim will be paid as
\nsoon as  practicable following receipt of proof of entitlement, if
\nrequested.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (b)
\n      Request for Review<\/b>. Within 90 days after receiving the written notice of
\nthe Plan Administrator\u0092s disposition of the claim, the claimant may file
\nwith the PAC a written request for review of his\/her claim. In connection with
\nthe request for review, the claimant shall be entitled to be represented by
\ncounsel. If the claimant does not file a written request for review within 90
\ndays after receiving written notice of the Plan Administrator\u0092s disposition
\nof the claim, the claimant shall be deemed to have accepted the Plan
\nAdministrator\u0092s written disposition, unless the claimant shall have been
\nphysically or mentally incapacitated so as to be unable to request review within
\nthe 90 day period.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (c)
\n      Decision on Review<\/b>. A decision on review of the claim shall be made
\nby the PAC at its  next meeting following receipt of the written
\nrequest for review. If no meeting of the PAC is scheduled  within 45
\ndays of receipt of the written request for review, then the PAC shall hold a
\nspecial meeting  to review such written request for review
\nwithin such 45-day period. If special circumstances require an extension
\nof the 45-day period, the PAC shall so notify the claimant and a
\ndecision shall be rendered within 90 days of the receipt of the
\nrequest for review. In any event, if a claim is not determined by the PAC
\nwithin 90 days of receipt of written submission for review, it shall be
\ndeemed to be denied.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           The
\nPAC shall have the right to request of, and receive from,
\na claimant such additional information, documents or other evidence as the PAC
\nmay reasonably require. The decision of the PAC shall be in writing and shall
\nreference the provisions of the Plan on which the decision is based. To the
\nextent permitted by law, a decision on review by the PAC shall be binding and
\nconclusive upon all persons whomsoever.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
(24)<\/font><\/p>\n
\n
           8.7
\n      Arbitration<\/u><\/b>. In the event the claims review procedure
\ndescribed in Section 8.6 of the Plan does not result in an outcome thought
\nby the claimant to be in accordance with the Plan document, he\/she may appeal to
\na third party neutral arbitrator. The claimant must appeal to an arbitrator
\nwithin 60 days after receiving the PAC\u0092s denial or deemed denial of his\/her
\nrequest for review and before bringing suit in court.<\/font><\/p>\n
           The
\narbitrator shall be mutually selected by the Participant and the PAC from a list
\nof arbitrators provided by the American Arbitration Association
\n(\u0093AAA\u0094). If the parties are unable to agree on the selection of an
\narbitrator within 10 days of receiving the list from the AAA, the AAA shall
\nappoint an arbitrator. The arbitrator\u0092s review shall be limited to
\ninterpretation of the Plan document in the context of the particular facts
\ninvolved. The claimant, the PAC and the Company agree to accept the award of the
\narbitrator as binding, and all exercises of power by the arbitrator hereunder
\nshall be final, conclusive and binding on all interested parties, unless found
\nby a court of competent jurisdiction, in a final judgment that is no longer
\nsubject to review or appeal, to be arbitrary and capricious. The costs of
\narbitration shall be shared by the Company and the claimant; the costs of legal
\nrepresentation for the claimant or witness costs for the claimant shall be borne
\nby the claimant.<\/font><\/p>\n
           The
\narbitrator shall have no power to add to, subtract from, or modify any of the
\nterms of the Plan, or to change or add to any benefits provided by the Plan, or
\nto waive or fail to apply any requirements of eligibility for a benefit under
\nthe Plan. Nonetheless, the arbitrator shall have absolute discretion in the
\nexercise of its powers in this Plan. Arbitration decisions will not establish
\nbinding precedent with respect to the administration or operation of the Plan.<\/font><\/p>\n
           8.8
\n      Receipt and Release of Necessary Information<\/u><\/b>. In
\nimplementing the terms of this Plan, the PAC and Plan Administrator, as
\napplicable, may, without the consent of or notice to any person, release to or
\nobtain from any other insuring entity or other organization or person any
\ninformation, with respect to any person, which the PAC or Plan Administrator
\ndeems to be necessary for such purposes. Any Participant or Beneficiary claiming
\nbenefits under this Plan shall furnish to the PAC or Plan Administrator, as
\napplicable, such information as may be necessary to determine eligibility for
\nand amount of benefit, as a condition of claiming and receiving such benefit.<\/font><\/p>\n
           8.9
\n      Overpayment and Underpayment of Benefits<\/u><\/b>. The Plan
\nAdministrator may adopt, in its sole and absolute discretion, whatever rules,
\nprocedures and accounting practices are appropriate in providing for the
\ncollection of any overpayment of benefits. If a Participant or Beneficiary
\nreceives an underpayment of benefits, the Plan Administrator shall direct that
\npayment be made as soon as practicable to make up for the underpayment. If an
\noverpayment is made to a Participant or Beneficiary, for whatever reason, the
\nPlan Administrator may, in its sole and absolute discretion, withhold payment of
\nany further benefits under the Plan until the overpayment has been collected or
\nmay require repayment of benefits paid under this Plan without regard to further
\nbenefits to which the Participant or Beneficiary may be entitled.<\/font><\/p>\n
<\/p>\n
(25)<\/font><\/p>\n
\n
ARTICLE IX
OTHER BENEFIT PLANS OF THE COMPANY<\/u><\/b><\/font><\/p>\n
           9.1
\n      Other Plans<\/u><\/b>. Nothing contained in this Plan shall prevent a
\nParticipant prior to his\/her death, or a Participant\u0092s spouse or other
\nBeneficiary after such Participant\u0092s death, from receiving, in addition to
\nany payments provided for under this Plan, any payments provided for under any
\nother plan or benefit program of the Company or an Affiliate, or which would
\notherwise be payable or distributable to him\/her, his\/her surviving spouse or
\nBeneficiary under any plan or policy of the Company or otherwise. Nothing in
\nthis Plan shall be construed as preventing the Company or any of its Affiliates
\nfrom establishing any other or different plans providing for current or deferred
\ncompensation for employees and\/or Directors. Unless otherwise specifically
\nprovided in any plan of the Company intended to \u0093qualify\u0094 under
\nSection 401 of the Code, Compensation Deferrals made under this Plan shall
\nconstitute earnings or compensation for purposes of determining contributions or
\nbenefits under such qualified plan.<\/font><\/p>\n
ARTICLE X
AMENDMENT AND TERMINATION OF THE PLAN<\/u><\/b><\/font><\/p>\n
           10.1
\n      Amendment<\/u><\/b>. The Compensation Committee may amend this Plan
\nby duly authorized written amendment; provided that no amendment or modification
\nshall deprive a Participant, or person claiming benefits under this Plan through
\na Participant, of any benefit accrued under this Plan up to the date of
\namendment or modification, except as may be required by applicable law.<\/font><\/p>\n
           10.2
\n      Termination<\/u><\/b>. The Compensation Committee may terminate or
\nsuspend this Plan in whole or in Part at any time, provided that no such
\ntermination or suspension shall deprive a Participant, or person claiming
\nbenefits under this Plan through a Participant, of any benefit accrued under
\nthis Plan up to the date of suspension or termination, except as required by
\napplicable law. Upon the complete termination of the Plan, the Compensation
\nCommittee, in its sole and absolute discretion, may direct the Plan
\nAdministrator to distribute each Participant\u0092s account to him\/her or
\nhis\/her Beneficiary, as applicable, in a lump sum and regardless of whether
\nbenefit payments have previously commenced to be made to such Participant.<\/font><\/p>\n
           10.3.
\n      Continuation<\/u><\/b>. The Company intends to continue this Plan indefinitely, but nevertheless
\nassumes no contractual obligation beyond the promise to pay the benefits described in
\nthis Plan.<\/font><\/p>\n
<\/p>\n
(26)<\/font><\/p>\n
\n
ARTICLE XI
MISCELLANEOUS<\/u><\/b><\/font><\/p>\n
           11.1
\n      No Reduction of Employer Rights<\/u><\/b>. Nothing contained in this
\nPlan shall be construed as a contract of employment between the Company or an
\nAffiliate and an Employee, or as a right of any Employee to continue in the
\nemployment of the Company or an Affiliate, or as a limitation of the right of
\nthe Company or an Affiliate to discharge any of its Employees, with or without
\ncause or as a right of any Director to be renominated to serve as a Director.<\/font><\/p>\n
           11.2
\n      Provisions Binding<\/u><\/b>. All of the provisions of this Plan shall be binding upon all persons
\nwho shall be entitled to any benefit hereunder, their heirs and personal representatives.<\/font><\/p>\n
<\/p>\n
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