{"id":39804,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-deferred-compensation-plan-la-z-boy-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-deferred-compensation-plan-la-z-boy-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-deferred-compensation-plan-la-z-boy-inc.html","title":{"rendered":"Executive Deferred Compensation Plan – La-Z-Boy Inc."},"content":{"rendered":"

2005 <\/strong>Executive Deferred Compensation Plan<\/strong>\n<\/p>\n<\/p>\n

Effective January 1, 2005<\/strong><\/p>\n<\/p>\n

Amended and Restated effective November 18, 2008<\/strong><\/p>\n<\/p>\n<\/p>\n

\n

Table of Contents<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

\n Preamble<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\n Section
\nI : Definitions<\/a><\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\n Section
\nII : Eligibility and Participation<\/a><\/p>\n<\/td>\n

<\/td>\n\n

6<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\n Section
\nIII : Contributions and Deferral Elections<\/a><\/p>\n<\/td>\n

<\/td>\n\n

7<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\n Section
\nIV – Accounts<\/a><\/p>\n<\/td>\n

<\/td>\n\n

10<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\n Section
\nV : Vesting<\/a><\/p>\n<\/td>\n

<\/td>\n\n

12<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\n Section
\nVI : Distribution of Benefits<\/a><\/p>\n<\/td>\n

<\/td>\n\n

13<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\n Section
\nVII : Funding<\/a><\/p>\n<\/td>\n

<\/td>\n\n

16<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\n Section
\nVIII : Plan Administration<\/a><\/p>\n<\/td>\n

<\/td>\n\n

17<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\n Section
\nIX – Amendment and Discontinuance<\/a><\/p>\n<\/td>\n

<\/td>\n\n

20<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\n Section
\nX : General Provisions<\/a><\/p>\n<\/td>\n

<\/td>\n\n

20<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

2005 La-Z-Boy Incorporated<\/p>\n

Executive Deferred Compensation Plan<\/p>\n

Preamble<\/a><\/p>\n

\n

WHEREAS, La-Z-Boy Incorporated (“Company”) previously established and
\nmaintained the La-Z-Boy Incorporated Executive Deferred Compensation Plan, a
\nnonqualified deferred compensation plan, last amended and restated effective
\nAugust 1, 2002 (and herein called the “Prior Plan”);<\/p>\n

WHEREAS, the Prior Plan was “frozen” effective December 31, 2004;<\/p>\n

WHEREAS, the Company desires to continue providing competitive total
\ncompensation to its Eligible Employees so the Company can attract and retain the
\nexecutive talent necessary to drive the success of the Company;<\/p>\n

WHEREAS, the Company and its subsidiaries have established qualified
\nretirement plans which include nondiscrimination and coverage limitations as
\nimposed under \u00a7401(k), \u00a7401(m) and \u00a7410(b) of the Internal Revenue Code as well
\nas maximum benefit limitations imposed by \u00a7402(g), \u00a7415 and \u00a7401(a)(17) of the
\nInternal Revenue Code which may limit the maximum contributions and benefits
\nwhich may be made to the tax qualified plans on behalf of some Eligible
\nEmployees of the Company; and<\/p>\n

WHEREAS, the Company desires to provide a tax-deferred capital accumulation
\nopportunity to a select group of management or highly compensated Employees
\nthrough the deferral of compensation in order to encourage the Employees to
\nmaintain a long-term relationship with the Company and provide flexibility to
\nthe Employee in his financial planning.<\/p>\n

THEREFORE, the Company hereby establishes the 2005 La-Z-Boy Incorporated
\nExecutive Deferred Compensation Plan (“Plan”) effective January 1, 2005.<\/p>\n

Section I – Definitions<\/a><\/p>\n

\n

As used in this Plan, the following terms shall have the meanings hereinafter
\nset forth. The masculine pronoun shall be deemed to include the feminine, and
\nthe singular number shall be deemed to include the plural, and vice versa,
\nunless a different meaning is plainly required by the context.<\/p>\n\n\n\n
\n

1.1<\/p>\n<\/td>\n

\n

“Account<\/strong>” means an account established on the books of the
\nCompany for a Participant credited with an allocation hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.2<\/p>\n<\/td>\n

\n

“Annual Election Period”<\/strong> means the period specified by the
\nCommittee which ends no later than (a) the last day of the calendar year prior
\nto the Plan Year during which Compensation to be deferred is expected to be
\nearned and\/or (b) six months prior to the end of the performance period with
\nrespect to which Incentive Compensation may be awarded.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 1<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

1.3<\/p>\n<\/td>\n

\n

“Base Compensation<\/strong>” means the Participant153s annual base
\nsalary, excluding bonus, commissions, incentive and all other remunerations for
\nservices rendered to the Company and prior to reduction for any salary
\ncontributions to a plan established pursuant to \u00a7125 of the Code or qualified
\npursuant to \u00a7401(k) of the Code.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.4<\/p>\n<\/td>\n

\n

“Beneficiary<\/strong>” means any person(s) designated in writing (on
\nthe form approved by the Committee) by a Participant to receive payment under
\nthis Plan in the event of the Participant’s death. In the event the Participant
\nhas designated no beneficiary (or if the designated beneficiary has predeceased
\nthe Participant), Beneficiary shall mean the Participant’s estate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.5<\/p>\n<\/td>\n

\n

“Board<\/strong>” means the Board of Directors of La-Z-Boy
\nIncorporated.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.6<\/p>\n<\/td>\n

\n

“Change in Control<\/strong>” means a change in the ownership or
\neffective control of the Company or in the ownership of a substantial portion of
\nthe assets of the Company, as more fully described in attached Exhibit A, which
\nshall be interpreted in accordance with Code \u00a7409A(a)(2)(A)(v) and regulations
\nand other guidance thereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.7<\/p>\n<\/td>\n

\n

“Code<\/strong>” means the Internal Revenue Code of 1986, as amended.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.8<\/p>\n<\/td>\n

\n

“Committee<\/strong>” means the group charged with administration of
\nthe Plan and having the powers provided in Section VIII and shall consist of the
\nCompensation Committee of the Board of Directors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.9<\/p>\n<\/td>\n

\n

“Company”<\/strong> means La-Z-Boy Incorporated, a Michigan
\nCorporation, and its successors and assigns.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.10<\/p>\n<\/td>\n

\n

“Company Contribution Account<\/strong>” means the bookkeeping account
\nmaintained by the Company for each Participant that is credited with an amount
\nequal to the Company Discretionary Contribution, the Company Matching
\nContribution and earnings and losses on such amounts pursuant to Section 4.2.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.11<\/p>\n<\/td>\n

\n

“Company Discretionary Contribution<\/strong>” means such
\ndiscretionary amount, contributed by the Company to a Participant153s Company
\nContribution Account for a Plan Year. Such amount shall generally represent, but
\nmay not necessarily be, the amount of profit sharing or discretionary
\ncontribution, which cannot be contributed to a qualified retirement plan and may
\ndiffer from Participant to Participant both in amount, (including no
\ncontribution) and as a percentage of Compensation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.12<\/p>\n<\/td>\n

\n

“Company Matching Contribution<\/strong>” means any addition made by
\nthe Company to a Participant153s Company Contribution Account for a Plan Year,
\nattributable to a compensation deferral election made by such Participant under
\nthe Qualified 401(k) Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.13<\/p>\n<\/td>\n

\n

“Compensation<\/strong>” means the Participant153s remuneration as
\ndefined in the Qualified 401(k) Plan, but without the Code \u00a7401(a)(17)
\nlimitation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 2<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

1.14<\/p>\n<\/td>\n

\n

“Deferral Account<\/strong>” means the bookkeeping account maintained
\nby the Company for each Participant153s Salary Deferrals, if any, and earnings and
\nlosses on such amounts pursuant to Section 4.1.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.15<\/p>\n<\/td>\n

\n

“Disabled<\/strong>” means the date when a Participant (i) is unable
\nto engage in any substantial gainful activity by reason of any medically
\ndeterminable physical or mental impairment which can be expected to result in
\ndeath or can be expected to last for a continuous period of not less than 12
\nmonths, or (ii) is by reason of any medically determinable physical or mental
\nimpairment which can be expected to result in death or can be expected to last
\nfor a continuous period of not less than 12 months, receiving income replacement
\nbenefits for a period of not less than 3 months under an accident and health
\nplan covering Employees of the Company, provided that this definition shall be
\ninterpreted in accordance with Code \u00a7409A(a)(2)(A)(v) and regulations and other
\nguidance thereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.16<\/p>\n<\/td>\n

\n

“Distributable Amount<\/strong>” means the vested balance in the
\nParticipant153s Deferral Account and\/or in his Company Contribution Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.17<\/p>\n<\/td>\n

\n

“Distributable Event”<\/strong> means the event that triggers a
\ndistribution under the Plan including a Separation From Service, death, becoming
\nDisabled or a Scheduled Withdrawal Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.18<\/p>\n<\/td>\n

\n

“Effective Date<\/strong>” means January 1, 2005<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.19<\/p>\n<\/td>\n

\n

“Eligible Employee<\/strong>” means any Employee who meets the
\neligibility requirements of Section II of the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.20<\/p>\n<\/td>\n

\n

“Employee<\/strong>” means any individual employed by the Company or
\nany of its subsidiaries.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.21<\/p>\n<\/td>\n

\n

“ERISA<\/strong>” means the Employee Retirement Income Security Act of
\n1974, as amended.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.22<\/p>\n<\/td>\n

\n

“Fund”<\/strong> or “Funds<\/strong>” means one or more of the
\ninvestment funds selected by the Committee pursuant to Sections 3.8(b) and
\n8.3(1).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.23<\/p>\n<\/td>\n

\n

“Incentive Compensation<\/strong>” means that portion of an
\nexecutive153s bonus compensation received under the La-Z-Boy Incorporated Bonus
\nProgram that is based on Company performance (and does not include any portion
\nof such bonus that is based on individual performance criteria and\/or actual
\nindividual performance) and provided further (and to the extent) such bonus
\ncompensation is “performance-based” within the meaning of Section
\n409A(a)(4)(B)(iii) of the Code. For purposes of this definition,
\n“performance-based” refers to compensation for which the amount of, or
\nentitlement to, the compensation is contingent on the satisfaction of
\npreestablished Company or business unit performance criteria relating to a
\nperiod of at least 12 consecutive months and shall not include any amount that
\nwill be paid regardless of performance, or based on a level of performance that
\nis substantially certain to be met at the time the criteria are established.
\nPerformance criteria shall be established in writing, and communicated to
\nemployees, no later than 90 days after the commencement of the performance
\nperiod.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 3<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

1.24<\/p>\n<\/td>\n

\n

“Initial Election Period<\/strong>” means<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

a)<\/p>\n<\/td>\n

\n

for an Eligible Employee who is eligible on the Effective Date, a period
\nbeginning December 1, 2004 and ending March 15, 2005; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

b)<\/p>\n<\/td>\n

\n

for an Eligible Employee who becomes newly eligible after the Effective Date,
\na 30-day period commencing on the first day he becomes an Eligible Employee;
\nprovided that (i) only elective deferrals of Base Compensation may be made, and
\nonly with respect to compensation earned subsequent to the initial election; and
\n(ii) such Initial Election Period shall not be available to a former Participant
\nunless such former Participant has received all balances under the Plan and on
\nand before the date of the last payment was not eligible to continue
\nparticipation in the Plan; and (iii) such Initial Election Period shall also not
\nbe available to a former Participant that ceased being eligible to participate
\nin the Plan, regardless of whether all balances under the Plan have been
\ndistributed, unless he has not been eligible to participate in the Plan (other
\nthan the accrual of earnings) at any time during the 24-month period ending on
\nthe date he becomes eligible to participate in the Plan. For purposes of this
\nSection 1.24, the term Plan includes all other elective account balance plans of
\nthe Company that must be aggregated for purposes of Treasury Regulation Section
\n1.409A-1(c)(2).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.25<\/p>\n<\/td>\n

\n

“Interest Rate<\/strong>” means, for each Fund, an amount equal to the
\nnet gain or loss on the assets of such Fund.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.26<\/p>\n<\/td>\n

\n

“Participant”<\/strong> means any individual who has elected to defer
\nCompensation, has been allocated a Company Contribution and\/or who otherwise
\nmaintains a balance under the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.27<\/p>\n<\/td>\n

\n

“Payment Date<\/strong>” means the first March 31st<\/sup> after a
\nDistributable Event occurs, unless a Distributable Event occurs between March
\n1st<\/sup> and March 30th<\/sup>, in which case the Payment Date is the
\nsecond March 31st<\/sup> after a Distributable Event occurs.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.28<\/p>\n<\/td>\n

\n

“Plan<\/strong>” means the 2005 La-Z-Boy Incorporated Executive
\nDeferred Compensation Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.29<\/p>\n<\/td>\n

\n

“Plan Year<\/strong>” means the twelve-month period coinciding with
\nthe calendar year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.30<\/p>\n<\/td>\n

\n

“Pre-2005 Participant<\/strong>” means an Employee (including a
\nParticipant in this Plan) or former Employee of the Company or one of its
\nSubsidiaries who has a Company Contribution Account balance in the Prior Plan
\nwhich had not become vested as of the Effective Date of this Plan and the
\nbalance is held in a Prior Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 4<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

1.31<\/p>\n<\/td>\n

\n

“Prior Account<\/strong>” means the non-vested balance of the
\nbookkeeping account maintained under the Prior Plan for each Pre-2005
\nParticipant as of the Effective Date of this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.32<\/p>\n<\/td>\n

\n

“Prior Plan”<\/strong> means the La-Z-Boy Incorporated Executive
\nDeferred Compensation Plan, last amended and restated effective August 1, 2002.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.33<\/p>\n<\/td>\n

\n

“Qualified 401(k) Plan<\/strong>” means the La-Z-Boy Incorporated
\nRetirement Savings Plan or the qualified plan of the Company or Subsidiary
\nhaving \u00a7401(k) and or \u00a7401(m) features applicable to the Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.34<\/p>\n<\/td>\n

\n

“Qualified Profit Sharing Plan<\/strong>” means the La-Z-Boy
\nIncorporated Retirement Contribution and Profit Sharing Plan (formerly known as
\nthe “La-Z-Boy Incorporated Employees153 Amended Profit Sharing Plan”) or the
\nqualified plan of the Company or Subsidiary having employer profit sharing
\nallocations applicable to the Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.35<\/p>\n<\/td>\n

\n

“Rabbi Trust<\/strong>” or “Trust<\/strong>” means the 2005
\nLa-Z-Boy Incorporated Executive Deferred Compensation Plan Trust, a grantor
\ntrust established by the Company to hold funds equal to the liability of the
\nPlan, in accordance with Section VII.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.36<\/p>\n<\/td>\n

\n

“Salary Deferral<\/strong>” means the amount deferred by the
\nParticipant from his Base and\/or Incentive Compensation pursuant to Section 3.4.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.37<\/p>\n<\/td>\n

\n

“Scheduled Withdrawal Date<\/strong>” means the distribution date
\nselected by the Participant for a withdrawal of amounts from a Participant153s
\nDeferral Account, including earnings and losses attributable thereto, pursuant
\nto Section 3.6(b).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.38<\/p>\n<\/td>\n

\n

“Separation From Service”<\/strong> means the date upon which a
\nParticipant is no longer an Employee of the Company, determined under the rules
\nand procedures described in attached Exhibit B.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.39<\/p>\n<\/td>\n

\n

“Subsidiary”<\/strong> means a corporation, domestic or foreign, the
\nmajority of whose voting stock is owned directly or indirectly by the Company.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.40<\/p>\n<\/td>\n

\n

“Trustee<\/strong>” means Wachovia Bank, NA, and its successors and
\nassigns.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.41<\/p>\n<\/td>\n

\n

“Unforeseeable Emergency”<\/strong> means a severe financial hardship
\nto the Participant resulting from an illness or accident of the Participant, the
\nParticipant’s spouse, or a dependent (as defined in Treasury Regulation Section
\n1.409A-3(i)(3)(i)) of the Participant, loss of the Participant’s property due to
\ncasualty (including the need to rebuild a home following damage to a home not
\notherwise covered by insurance, for example, not as a result of a natural
\ndisaster), or other similar extraordinary and unforeseeable circumstances
\narising as a result of events beyond the control of the Participant. Some
\nexamples may include the imminent foreclosure of or eviction from the
\nParticipant153s primary residence, the need to pay for medical expenses, including
\nnonrefundable deductibles, as well as for the costs of prescription drug
\nmedication and finally, the need to pay for the funeral expenses of a spouse, a
\nbeneficiary or a dependent (as defined in Treasury Regulation Section
\n1.409A-3(i)(3)(i)). Except as otherwise provided in this Section 1.41, the
\npurchase of a home and the payment of college tuition are not unforeseeable
\nemergencies. The foregoing requirements shall be met only if, as determined
\nunder regulations of the U.S. Secretary of the Treasury, the amounts distributed
\nwith respect to such an emergency do not exceed the amounts necessary to satisfy
\nsuch emergency plus amounts necessary to pay taxes reasonably anticipated as a
\nresult of the distribution, after taking into account the extent to which such
\nemergency is or may be relieved through reimbursement or compensation by
\ninsurance or otherwise or by liquidation of the Participant’s assets (to the
\nextent the liquidation of such assets would not itself cause severe financial
\nhardship).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 5<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

1.42<\/p>\n<\/td>\n

\n

“Vested<\/strong>” means the nonforfeitable portion of a Participant153s
\nAccount.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1.43<\/p>\n<\/td>\n

\n

“Year of Service<\/strong>” means the period that is measured on an
\nelapsed time basis from a Participant153s initial date of employment with the
\nCompany until the date his employment with the Company terminates. A Participant
\nwill be credited with a full Year of Service for each completed Year of Service.
\nNo fractional Years of Service will be credited. In the event of a break in
\nservice, a Participant153s rehire date will be treated as an initial date of
\nemployment with the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section II : Eligibility and Participation<\/a><\/p>\n

\n\n\n\n
\n

2.1<\/p>\n<\/td>\n

\n

Eligibility<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

An Employee will first become eligible to participate in the Plan when he is
\nselected by the Committee from the Company’s management while earning annual
\ntotal compensation sufficient to be classified as a highly-compensated employee
\nunder Code Section 414(q). Once an Employee becomes eligible to participate in
\nthe Plan, he will remain eligible to make Salary Deferrals and to receive
\ncontributions from the Company as described in Section III, until the earliest
\nof: (i) Separation From Service; (ii) becoming Disabled; (iii) death; or (iv)
\nupon removal of the Participant from participation by the Committee (e.g.,
\nbecause he no longer holds a management position) and subject to completion of
\ndeferrals under previous irrevocable elections; provided, however, that no such
\nevent shall impair the Participant153s right to become vested in and to receive
\n(upon a permitted distribution event described in Section VI) benefits accrued
\nunder this Plan prior to loss of eligibility (recognizing, however, that the
\namount of such benefits may increase or decrease over time, depending on
\ninvestment results and other factors).<\/p>\n\n\n\n
\n

2.2<\/p>\n<\/td>\n

\n

Participation<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Once an Employee is notified of his eligibility as determined in Section 2.1
\nabove, an Eligible Employee shall become a Participant and begin accruing
\nbenefits upon completion of enrollment (including the completion of any required
\ninsurance application) during the Initial Election Period or any Annual Election
\nPeriod thereafter. Beginning January 1, 2006, eligibility shall not become
\neffective, until the Corporate Benefits Department receives notice of the newly
\nEligible Employee.<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 6<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Section III : CONTRIBUTIONS AND DEFERRAL ELECTIONS<\/a><\/p>\n

\n\n\n\n
\n

3.1<\/p>\n<\/td>\n

\n

In General<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Committee, in its sole discretion, shall determine upon each
\nParticipant153s initial participation in the Plan (and prior to each Annual
\nElection Period thereafter with respect to allocations to the Company
\nContribution Account) which Participant shall be eligible to defer Compensation
\n(including Incentive Compensation) pursuant to Section 3.4 and\/or to receive
\nallocations under Sections 3.2 and 3.3.<\/p>\n\n\n\n
\n

3.2<\/p>\n<\/td>\n

\n

Company Discretionary Contribution<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

To the extent allocations to a Participant under the Company Qualified Profit
\nSharing Plan are precluded or limited, the Company may credit a corresponding
\namount to such Participant153s Account under this Plan. The Company shall
\ndetermine the amount of any other Company Discretionary Contribution to be
\ncredited to the Account of a Participant. Any such amounts may vary by
\nParticipant and each allocation may be subject to a different vesting schedule.\n<\/p>\n\n\n\n
\n

3.3<\/p>\n<\/td>\n

\n

Company Matching Contribution<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A Participant in this Plan who participates during a Plan Year in the
\nQualified 401(k) Plan and who elects to make sufficient 401(k) deferrals to be
\nentitled to the maximum employer matching contribution under the Qualified
\n401(k) Plan for that Plan Year, may also be eligible to receive a Company
\nMatching Contribution under this Plan. If so eligible, the Company shall credit
\nthe Company Contribution Account of the Participant with a matching contribution
\namount, within 90 days after the end of the Plan Year. To receive a matching
\ncontribution amount, a Participant must be employed on the date that accounts
\nare credited. The matching contribution amount shall be equal to the excess, if
\nany, of A over B, where:<\/p>\n

“A” is the amount of matching contribution that would have been contributed
\nto the applicable Qualified 401(k) Plan for the Plan Year determined without the
\nlimitations imposed by \u00a7401(k), \u00a7401(m), \u00a7401(a)(17), \u00a7412(g) or \u00a7415 of the
\nCode; and<\/p>\n

“B” is the actual matching contribution made on behalf of the Participant to
\nthe Qualified \u00a7401(k) Plan.<\/p>\n\n\n\n
\n

3.4<\/p>\n<\/td>\n

\n

Salary Deferrals and Incentive Compensation<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each Plan Year, an Employee may irrevocably elect pursuant to election
\nprocedures established by the Committee, to have a percentage reduction of his
\nBase Compensation for the Plan Year and\/or Incentive Compensation for the
\nperformance measurement period, and in lieu thereof, have such elective deferral
\npercentage credited to a Deferral Account. Effective January 1, 2005, all of the
\nfollowing conditions must be met for such compensation reduction to become
\neffective:<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 7<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

a)<\/p>\n<\/td>\n

\n

An Employee must elect during the Annual Election Period (or an Initial
\nElection Period, if applicable) to have Base Compensation deferred;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

b)<\/p>\n<\/td>\n

\n

An Employee must elect during the Annual Election Period (and under no
\ncircumstances during an Initial Election Period), provided such period ends no
\nlater than six months prior to the end of a 12-month performance measurement
\nperiod, and in no event after such Incentive Compensation has become both
\nsubstantially certain to be paid and readily ascertainable in amount, and shall
\nonly be valid if the Participant performs services continuously from the date
\nthe performance criteria are established through the date the election to defer
\nIncentive Compensation is made pursuant to Section 3.6; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

c)<\/p>\n<\/td>\n

\n

A deferral election must be expressed as a percentage which shall not exceed
\n100% of the Employee153s Base Compensation and\/or Incentive Compensation (as
\napplicable), provided that the total amount deferred by a Participant shall be
\nlimited in any calendar year, if necessary, to satisfy Social Security Tax
\n(including Medicare), income tax and employee benefit plan withholding
\nrequirements. The minimum elective deferral which may be made in any Plan Year
\nby a Participant shall not be less than 5% of such Participant153s Base
\nCompensation, and\/or 5% of such Participant153s Incentive Compensation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each Eligible Employee who had been participating in the Prior Plan on
\nDecember 31, 2004 shall continue as a Participant in this Plan until his
\nparticipation ceases pursuant to Section 2.1. Continuing participation during
\n2005 shall be contingent upon timely enrollment during the applicable Initial
\nElection Period.<\/p>\n\n\n\n
\n

3.5<\/p>\n<\/td>\n

\n

Deferral Elections for Company Contribution Accounts<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Vested balances in Company Contribution Accounts will be distributed in a
\nsingle lump sum payment upon Separation From Service in accordance with Section
\n6.1(a) unless an alternative time and\/or form of benefit is elected pursuant to
\nelection procedures as established by the Committee. This one-time election,
\nwhich will apply to all future Company Contributions, if any, will be made
\nduring the Initial Election Period or the Annual Election Period (but only to
\nthe extent the Annual Election Period coincides with the Initial Election
\nPeriod), assuming a contribution is made at all. Elections will be made
\naccording to one of the following three options:<\/p>\n\n\n\n
<\/td>\n\n

a.<\/p>\n<\/td>\n

\n

Substantially equal annual installments over a period of time not to exceed
\nfifteen (15) years, commencing on the Participant’s Payment Date;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

b.<\/p>\n<\/td>\n

\n

Substantially equal annual installments over a period of time not to exceed
\nfifteen (15) years, commencing on an anniversary of the Participant153s Payment
\nDate, but in no event shall be an anniversary date that is more than five (5)
\nyears after the Participant153s Separation From Service; OR<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

c.<\/p>\n<\/td>\n

\n

A lump sum payment on an anniversary of the Participant153s Payment Date, but
\nin no event an anniversary date that is more than five (5) years after the
\nParticipant153s Separation From Service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 8<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

If a Participant decides to make a change with regard to the distribution of
\nhis Company Contribution Accounts, he may do so in accordance with the Plan153s
\nrules on Election Changes as described in Section 3.7.<\/p>\n

For purposes of this Plan, installment elections will be subject to Section
\n6.1(e). Further, all installments payments shall be treated as a right to a
\nseries of separate payments.<\/p>\n

The Participant’s remaining Account balance shall continue to be credited
\nwith earnings pursuant to Section 4.2 of the Plan until all amounts credited to
\nhis Account under the Plan have been distributed.<\/p>\n\n\n\n
\n

3.6<\/p>\n<\/td>\n

\n

Deferral Elections for Deferral Accounts<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A Participant may initially elect the time and form of payment for Base
\nCompensation, during the Initial Election Period or the applicable Annual
\nElection Period, whichever corresponds with the first deferral of Base
\nCompensation, and must elect the time and form of payment for Salary Deferrals
\neach year thereafter (i.e., including Incentive Compensation), during each
\nAnnual Election Period, from among the following two methods:<\/p>\n\n\n\n
<\/td>\n\n

a.<\/p>\n<\/td>\n

\n

Upon Separation of Service<\/u>. A Participant may elect to have the
\napplicable annual deferrals in his Deferral Account paid upon Separation From
\nService according to one of the three options listed in 3.5(a), (b) and (c)
\nabove.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

b.<\/p>\n<\/td>\n

\n

Scheduled Withdrawal Date Distributions<\/u>. A Participant may elect to
\nhave the applicable annual deferrals in his Deferral Account distributed in:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

i.<\/p>\n<\/td>\n

\n

a lump sum commencing on a Scheduled Withdrawal Date; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

ii.<\/p>\n<\/td>\n

\n

two (2) to fifteen (15) substantially equal annual installments commencing on
\na Scheduled Withdrawal Date, subject to Section 6.1(e).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

3.7<\/p>\n<\/td>\n

\n

Election Changes<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A Participant may elect to change the time and form of a distribution from
\nthe Plan, provided that all of the following conditions are met:<\/p>\n\n\n\n
<\/td>\n\n

i.<\/p>\n<\/td>\n

\n

an election change will not take effect until at least 12 months after the
\ndate on which the election is filed pursuant to procedures established by the
\nCommittee (i.e., the election change will be void if a Participant dies or has a
\nSeparation From Service within 12 months of the election change);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

ii.<\/p>\n<\/td>\n

\n

the payment (or first installment) with respect to which such election is
\nmade must be postponed for a period of at least 5 years from the date such
\npayment (or first installment) would otherwise have been made, and, in the case
\nof installments, payment of each installment after the first installment shall
\nalso be deferred for a period of at least 5 years (except in the case of death
\nor Unforeseeable Emergency); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 9<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

iii.<\/p>\n<\/td>\n

\n

With respect to payments upon a Scheduled Withdrawal Date, an election change
\nmust be filed pursuant to procedures established by the Committee at least 12
\nmonths prior to the applicable Payment Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding (i) through (iii) above, the Committee may provide
\nParticipants with one or more opportunities to make new payment elections in
\naccordance with transition relief available under IRS Notice 2006-79, as
\nextended, with respect to both the time and form of distribution, provided that
\nno such election may apply to amounts that would otherwise be payable in the
\nyear of the election nor cause an amount to be paid in the year of election that
\nwould not otherwise be payable in that year. The Committee may provide such
\nadditional conditions and limitations with respect to any such new payment
\nelections as the Committee in its discretion shall determine.<\/p>\n\n\n\n
\n

3.8<\/p>\n<\/td>\n

\n

Investment Elections<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

a)<\/p>\n<\/td>\n

\n

At the time of initial participation in the Plan under Section II and upon
\nmaking annual deferral elections described in Sections 3.4 and 3.6, the
\nParticipant shall designate, pursuant to procedures established by the
\nCommittee, the types of investment funds in which the Participant153s Account will
\nbe deemed to be invested for purposes of determining the amount of earnings to
\nbe credited to that Account. In making the designation pursuant to this Section
\n3.8(a), the Participant may specify that all or any multiple of his Account be
\ndeemed to be invested, in whole percentage increments, in one or more of the
\ntypes of investment funds provided under the Plan as communicated from time to
\ntime by the Committee. Effective as of the end of any business day, a
\nParticipant may change the designation made under this Section 3.8(a) pursuant
\nto procedures established by the Committee. If a Participant fails to elect a
\ntype of fund under this Section 3.8(a), he shall be deemed to have elected the
\nMoney Market type of investment fund.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

b)<\/p>\n<\/td>\n

\n

Although the Participant may designate the type of investments as described
\nin Section 3.8(a) above, the Committee shall not be bound by such designation.
\nThe Committee shall select from time to time, in its sole and absolute
\ndiscretion, commercially available investments for each of the types of Funds
\ncommunicated by the Committee to the Participant pursuant to Section 3.8(a)
\nabove to be the Funds. The Interest Rate of each such commercially available
\ninvestment fund shall be used to determine the amount of earnings or losses to
\nbe credited to the Participant153s Account under Section IV.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

SECTION IV – ACCOUNTS<\/a><\/p>\n

\n\n\n\n
\n

4.1<\/p>\n<\/td>\n

\n

Deferral Accounts<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Committee shall establish and maintain a Deferral Account for each
\nParticipant under the Plan. Each Participant’s Deferral Account shall be further
\ndivided into separate sub accounts (“investment fund sub accounts”), each of
\nwhich corresponds to an investment fund elected by the Participant pursuant to
\nSection 3.8(a). A Participant’s Deferral Account shall be credited as follows:\n<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 10<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

a)<\/p>\n<\/td>\n

\n

On the third business day after amounts are deferred, and withheld from a
\nParticipant’s Compensation, the Committee shall credit the investment fund sub
\naccounts of the Participant’s Deferral Account with an amount equal to
\nCompensation deferred by the Participant in accordance with the Participant’s
\nelection under Section 3.8(a); that is, the portion of the Participant’s
\ndeferred Compensation that the Participant has elected to be deemed to be
\ninvested in a certain type of investment fund shall be credited to the
\ninvestment fund sub account corresponding to that investment fund. Effective May
\n1, 2008, amounts will be credited in the manner described above, on the same day
\nthat amounts are deferred and withheld from a Participant153s Compensation (as
\nopposed to the third business day).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

b)<\/p>\n<\/td>\n

\n

Each business day, each investment fund sub account of a Participant’s
\nDeferral Account shall be credited with earnings or losses in an amount equal to
\nthat determined by multiplying the balance credited to such investment fund sub
\naccount as of the prior day plus contributions credited that day to the
\ninvestment fund sub account by the Interest Rate for the corresponding fund
\nselected by the Company pursuant to Section 3.8(b).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

c)<\/p>\n<\/td>\n

\n

In the event that a Participant elects for a given Plan Year’s deferral of
\nCompensation to have a Scheduled Withdrawal Date pursuant to Section 3.6(b), all
\namounts attributed to the deferral of Compensation for such Plan Year shall be
\naccounted for in a manner which allows separate accounting for the deferral of
\nCompensation and investment gains and losses associated with such Plan Year’s
\ndeferral of Compensation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

4.2<\/p>\n<\/td>\n

\n

Company Contribution Account<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

a)<\/p>\n<\/td>\n

\n

The Committee shall establish and maintain a Company Contribution Account for
\neach Participant under the Plan. Each Participant’s Company Contribution Account
\nshall be further divided into separate investment fund sub accounts
\ncorresponding to the investment fund(s) elected by the Participant pursuant to
\nSection 3.8(a). Effective the third business day after a Company Discretionary
\nContribution amount and\/or Company Matching Contribution amount is calculated
\nand approved, the Committee shall credit the investment fund sub accounts of the
\nParticipant’s Company Contribution Account with an amount equal to the Company
\nDiscretionary Contribution amount, if any, applicable to that Participant, that
\nis, the proportion of the Company Discretionary Contribution amount, if any,
\nand\/or Company Matching Contribution amount, if any, which the Participant
\nelected to be deemed to be invested in a certain type of investment fund shall
\nbe credited to the corresponding investment fund sub account. Effective May 1,
\n2008, amounts will be credited in the manner described above, on the same day
\nthat amounts are calculated and approved (as opposed to the third business day).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Participant’s Company Contribution Account shall be credited as follows:<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 11<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

b)<\/p>\n<\/td>\n

\n

Each business day, each investment fund sub account of a Participant’s
\nCompany Contribution Account shall be credited with earnings or losses in an
\namount equal to that determined by multiplying the balance credited to such
\ninvestment fund sub account as of the prior day plus contributions credited that
\nday to the investment fund sub account by the Interest Rate for the
\ncorresponding Fund selected by the Company pursuant to Section 3.8(b).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

4.3<\/p>\n<\/td>\n

\n

Prior Account<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Committee shall maintain a Prior Account for each Pre-2005 Participant
\nunder the Prior Plan. Each Pre-2005 Participant’s Prior Account shall be further
\ndivided into separate investment fund sub accounts corresponding to the
\ninvestment fund(s) elected by the Pre-2005 Participant pursuant to Section
\n3.8(a). Each business day, each investment fund sub account of a Pre-2005
\nParticipant’s Prior Account shall be credited with earnings or losses in an
\namount determined by multiplying the balance credited to such investment fund
\nsub account as of the prior day plus contributions credited that day to the
\ninvestment fund sub account by the Interest Rate for the corresponding Fund
\nselected by the Company pursuant to Section 3.8(b).<\/p>\n

SECTION V : VESTING<\/a><\/p>\n

\n\n\n\n
\n

5.1<\/p>\n<\/td>\n

\n

Vesting In General<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Subject to Sections 5.2, 5.3 and 5.4 below, a Participant shall have a
\nnonforfeitable interest in benefits payable from his Account as follows:<\/p>\n\n\n\n
<\/td>\n\n

a)<\/p>\n<\/td>\n

\n

Deferral Account<\/u> – A Participant shall have a 100% nonforfeitable
\ninterest in benefits payable from his Deferral Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

b)<\/p>\n<\/td>\n

\n

Company Contribution Account<\/u> – A Participant shall have a
\nnonforfeitable percentage interest in his Company Matching Contribution and the
\nprofit sharing portion of the Company Discretionary Contribution at a rate of
\n25% vesting for each Year of Service. All of a Participant153s Years of Service,
\nincluding service accrued under the Prior Plan, shall be counted toward vesting
\nunder this Plan. The Company shall determine the vesting schedule of any other
\nCompany Discretionary Contributions (i.e., not profit sharing related) credited
\nto the Participant153s Company Contribution Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

c)<\/p>\n<\/td>\n

\n

Prior Account<\/u> – A Pre-2005 Participant shall vest at a rate of 25% per
\nYear of Service in benefits payable under the Plan from his Prior Account which
\nare attributable to prior contributions made by the Company and any interest
\nthereon. Service accrued under the Prior Plan shall be counted toward vesting
\nunder this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

5.2<\/p>\n<\/td>\n

\n

Vesting upon Plan Termination or Change in Control<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding anything contrary in the above, in the event the Plan is
\nterminated by the Board, or there is a Change in Control, all Participants who
\nare actively employed on the date the Plan is terminated or the Change in
\nControl occurs shall be immediately vested in their benefits under the Plan.\n<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 12<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

5.3<\/p>\n<\/td>\n

\n

Vesting upon Sale of Company-Owned Retail Store<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding anything contrary in the above, in the event the Company
\nsells one of its retail stores, and as a result the employment of the manager of
\nsuch retail store is terminated by the Company, then such manager shall be
\nimmediately vested in his benefit under the Plan, provided that a Separation
\nFrom Service occurs.<\/p>\n\n\n\n
\n

5.4<\/p>\n<\/td>\n

\n

Vesting upon Death or Disability of a Participant<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding anything contrary in the above, in the event a Participant
\ndies or becomes Disabled, his benefits shall be immediately vested under the
\nPlan and distributed in accordance with Section 6.1(f) or 6.1(h), as applicable.\n<\/p>\n

SECTION VI : DISTRIBUTION OF BENEFITS<\/a><\/p>\n

\n\n\n\n
\n

6.1<\/p>\n<\/td>\n

\n

Distribution Rules<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

a)<\/p>\n<\/td>\n

\n

Company Contribution Accounts<\/u>. Subject to 6.1(d), (e) and (f) below,
\nvested balances in a Participant153s Company Contribution Account shall be paid to
\nhim in a lump sum on the Participant’s Payment Date following the Participant153s
\nSeparation From Service; provided, however, that if a Participant elected to
\nreceive payment at an alternative time or in installments, pursuant to Section
\n3.5(a), (b) or (c), payment shall be made in accordance with such election.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

b)<\/p>\n<\/td>\n

\n

Deferral Account Distributions Upon Separation From Service<\/u>. Subject
\nto 6.1(d), (e) and (f) below, all balances in a Participant153s Deferral Account
\nfor which a Participant elected to receive upon Separation From Service pursuant
\nto Section 3.6(a) shall be paid to the Participant in accordance with each such
\nelection he has on file.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

c)<\/p>\n<\/td>\n

\n

Deferral Account Distributions Upon Scheduled Withdrawal Date<\/u>. All
\nbalances in a Participant153s Deferral Account which a Participant elected to
\nreceive upon a Scheduled Withdrawal Date pursuant to Section 3.6(b) shall be
\npaid to the Participant upon such Scheduled Withdrawal Dates, notwithstanding
\nwhether the Participant Separates From Service, either prior or subsequent to
\nsuch dates.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

d)<\/p>\n<\/td>\n

\n

Distributions Upon Separation From Service<\/u>. Notwithstanding the
\nforegoing provisions of this Section 6.1, to the extent a distribution (or
\ncommencement of annual installments) from any and all Accounts is to be made
\nupon Separation From Service, and the applicable Payment Date is less than six
\nmonths after the Separation from Service, then payment shall be delayed until
\nthe first date of the seventh month following the date of Separation From
\nService (or until death, if earlier). In the case of installments, the second
\ninstallment shall be paid on the next Payment Date, and each subsequent
\ninstallment shall be paid on each Payment Date thereafter. Payments made
\npursuant to a Scheduled Withdrawal Date as described in Section 6.1(c) are not
\nsubject to the delay described herein.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 13<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

e)<\/p>\n<\/td>\n

\n

Cash-out<\/u>. Notwithstanding previous installment elections under
\nSections 3.5 and\/or 3.6, in the case of a Participant who, at the time of his
\nSeparation From Service, has a balance of $25,000 or less in any of his Accounts
\n(i.e., his Company Contribution Account or his Deferral Account, or both), the
\nDistributable Amount for such Account(s) shall be paid to the Participant (or
\nafter his death to his Beneficiary) in a lump sum distribution on the
\nParticipant’s Payment Date, subject to any delay required by Section 6.1(d).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

f)<\/p>\n<\/td>\n

\n

Distribution upon Separation From Service due to Death<\/u>. In the event a
\nParticipant dies while in the employ of the Company, any unvested portion of the
\nParticipant153s Company Contribution Account shall become immediately vested
\npursuant to Section 5.4, and the Company shall distribute the Participant153s
\nundistributed Account to the Participant153s Beneficiary in a lump sum payment
\nwithin 90 days of the Participant153s death, or by the end of the calendar year,
\nwhichever is later.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

g)<\/p>\n<\/td>\n

\n

Death Benefit after Separation From Service<\/u>. In the event a
\nParticipant dies after his Separation From Service and still has a vested
\nbalance in his Account, the vested balance of such Account shall be paid to the
\nParticipant153s Beneficiary in a lump sum payment within 90 days of the
\nParticipant153s death, or by the end of the calendar year, whichever is later.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

h)<\/p>\n<\/td>\n

\n

Distribution upon becoming Disabled<\/u>. In the event a Participant
\nbecomes Disabled while in the employ of the Company, any unvested portion of the
\nParticipant153s Company Contribution Account shall become immediately vested
\npursuant to Section 5.4, and distributions shall commence pursuant to Sections
\n6.1(a), 6.1(b) and\/or 6.1(c) above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

6.2<\/p>\n<\/td>\n

\n

Unforeseeable Emergency Distribution<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

a)<\/p>\n<\/td>\n

\n

General Rule<\/u>. A Participant may request a distribution from his
\nDeferral Account, prior to a scheduled Payment Date, in the event of an
\nUnforeseeable Emergency. The request to take a distribution shall be made by
\ncompleting a form provided by and filed with the Committee. The Committee will
\nfirst require that the Participant cancel all outstanding elective deferrals,
\ndeferred pursuant to Section 3.6. If the Committee determines that the requested
\ndistribution is for the purpose of meeting an Unforeseeable Emergency in
\naccordance with Section 1.41 of the Plan, and that the requested distribution is
\nnecessary to relieve the Unforeseeable Emergency even after the cancellation of
\noutstanding deferral election(s), then the amount determined by the Committee,
\nsufficient to meet the Unforeseeable Emergency in accordance with Section 1.41
\nof the Plan, shall be paid in a single cash lump sum as soon as practicable.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 14<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

b)<\/p>\n<\/td>\n

\n

New Deferral Election<\/u>. Once a Participant153s deferral election(s) is
\ncancelled pursuant to Section 6.2(a), notwithstanding that a distribution might
\nbe granted, a Participant may not elect to again defer, pursuant to Section 3.6
\nof the Plan for at least 12 months from the date that the distribution under
\nthis Section is requested.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

6.3<\/p>\n<\/td>\n

\n

Tax Withholding<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

With respect to any benefit payments under the Plan, the Company shall make
\nand remit all appropriate income tax withholdings; however, the Participant will
\nbe solely liable for any and all income taxes applicable on such benefit
\npayments.<\/p>\n

The benefits, which accrue and vest under the Plan, are subject to FICA taxes
\n(which include the Old-Age, Survivors and Disability Insurance tax and\/or
\nMedicare tax as the case may be) which may become due before the benefits are
\nactually paid as provided under Code \u00a73121(v)(2) and related IRS regulations. To
\nensure proper compliance with these regulations, the Company will calculate the
\namount of FICA tax when it becomes due and notify the Participant of the amount
\nof his share of such tax. The Company will remit the entire tax to the IRS and
\narrange for the collection of the Participant153s share of the tax from the
\nParticipant. The Company may provide the Participant with additional
\ncompensation to offset his share of such tax, however, the Participant will be
\nsolely liable for his share of FICA taxes on benefits accrued and vested under
\nthe Plan.<\/p>\n\n\n\n
\n

6.4<\/p>\n<\/td>\n

\n

Other<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding any other provisions of the Plan, if any amounts held in
\ntrust are found, due to the creation or operation of the Trust, in a final
\ndecision by a court of competent jurisdiction, or under a “determination” by the
\nInternal Revenue Service in a closing agreement or a final refund disposition
\n(within the meaning of \u00a71313(a) of Internal Revenue Code of 1986, as amended),
\nto have been includable in the gross income of a Participant or Beneficiary
\nprior to payment of such amounts from the Trust, the Trustee shall, as soon as
\npracticable, pay to such Participant or Beneficiary an amount equal to the
\namount determined to have been includable in gross income in such determination,
\nand shall accordingly reduce the Participant153s or Beneficiary153s Account. The
\nTrustee shall not make any distribution to a Participant or Beneficiary pursuant
\nto this Section 6.4 unless it has received a copy of the written determination
\ndescribed above together with any legal opinion which it may request as to the
\napplicability thereof.<\/p>\n\n\n\n
\n

6.5<\/p>\n<\/td>\n

\n

Inability to Locate Participant<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the event that the Committee is unable to locate a Participant or
\nBeneficiary within two (2) years following the required Payment Date, the amount
\nallocated to the Participant’s Account shall be forfeited. If, after such
\nforfeiture, the Participant or Beneficiary later claims such benefit, such
\nbenefit shall be reinstated without interest or earnings.<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 15<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Section VII – Funding<\/a><\/p>\n

\n\n\n\n
\n

7.1<\/p>\n<\/td>\n

\n

Unfunded Plan<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Benefits under this Plan shall be paid from the general assets of the Company
\nor Subsidiary. The Plan shall be administered as an unfunded plan which is
\nmaintained primarily for the purpose of providing supplemental retirement
\ncompensation “for a select group of management or highly compensated employees”
\nas set forth in Sections 201(2), 301(3), and 401(a)(1) of ERISA, and is not
\nintended to meet the qualification requirements of \u00a7401 of the Code. Any use of
\nthe words “contributions” or “contribute,” or any similar phrase, shall not
\nrequire actual contributions or funding of this Plan and is only used for
\nconvenience when describing the deferral and supplemental retirement benefit
\nactivities of this Plan.<\/p>\n\n\n\n
\n

7.2<\/p>\n<\/td>\n

\n

Rabbi Trust<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company shall establish a Rabbi Trust and, subject to the rules of this
\nsection and consistent (in form and in operation) with the requirements of Code
\n \u00a7409A(b), may, but is not required to, make contributions to it for the purpose
\nof providing a source of funds to meet the liabilities of the Plan. It is
\ngenerally intended that contributions to the Rabbi Trust will be made by the
\nCompany at least annually in an amount equal to the Salary Deferral
\nContributions and any Company Matching Contributions or other Company
\nDiscretionary Contributions related to the Plan for the year as calculated and
\napproved pursuant to Section III. However, no contribution shall be expected if
\nthe fair value of the assets in the Rabbi Trust exceeds the value of all
\nbenefits under the Plan.<\/p>\n

In the event of a Change in Control, to the extent consistent (in form and
\noperation) with the requirements of Code \u00a7409A(b), the Company shall be required
\nto make additional contributions to the Rabbi Trust within 30 days of the date
\nof the Change in Control and annually thereafter within 90 days after the end of
\neach Plan Year, such that the fair value of the assets in the Rabbi Trust are
\nsufficient to pay the value of all benefits of the Plan accrued at the date of
\nChange in Control and thereafter at the end of the Plan Year.<\/p>\n

Any assets set aside in the Rabbi Trust shall not be deemed to be the
\nproperty of the Participant and shall be subject to claims of the Company153s
\nunsecured general creditors. No Participant or Beneficiary shall have any claim
\nagainst, right to, or security or other interest in, any fund, account or asset
\nof the Company from which any payment under the Plan may be made.<\/p>\n

Notwithstanding the above provisions, no Rabbi Trust assets shall be located
\nor transferred outside of the United States and no property shall be transferred
\nto the Rabbi Trust in connection with an adverse change in the Company153s
\nfinancial health.<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 16<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

SECTION VIII : PLAN ADMINISTRATION<\/a><\/p>\n

\n\n\n\n
\n

8.1<\/p>\n<\/td>\n

\n

General Duty<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Plan shall be administered by the Committee. Members of the Committee
\nshall serve in such capacity until resignation or removal by the Board. It shall
\nbe the principal duty of the Committee to determine that the provisions of the
\nPlan are carried out in accordance with its terms, for the exclusive benefit of
\npersons entitled to participate in the Plan.<\/p>\n\n\n\n
\n

8.2<\/p>\n<\/td>\n

\n

Committee Action<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Committee shall act at meetings by affirmative vote of a majority of the
\nmembers of the Committee. Any action permitted to be taken at a meeting may be
\ntaken without a meeting if, prior to such action, a written consent to the
\naction is signed by all members of the Committee and such written consent is
\nfiled with the minutes of the proceedings of the Committee. A member of the
\nCommittee shall not vote or act upon any matter which relates solely to himself
\nas a Participant. The Chair or any other member or members of the Committee
\ndesignated by the Chair may execute any certificate or other written direction
\non behalf of the Committee.<\/p>\n\n\n\n
\n

8.3<\/p>\n<\/td>\n

\n

General Powers, Rights and Duties of the Committee<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Committee shall have full power to administer the Plan in all of its
\ndetails, subject to the applicable requirements of the law, on behalf of the
\nParticipants and their Beneficiaries, shall enforce the Plan in accordance with
\nits terms, shall be charged with the general administration of the Plan, and
\nshall have all powers necessary to accomplish its purposes, including, but not
\nby way of limitation, the following:<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

To select the Funds in accordance with Section 3.8(b) hereof;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

To construe and interpret the terms and provisions of this Plan, and make
\nfindings of fact in connection therewith;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

To compute and certify to the amount and kind of benefits payable to
\nParticipants and their Beneficiaries;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

To maintain all records that may be necessary for the administration of the
\nPlan;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(5)<\/p>\n<\/td>\n

\n

To provide for the disclosure of all information and the filing or provision
\nof all reports and statements to Participants, Beneficiaries or governmental
\nagencies as shall be required by law;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 17<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(6)<\/p>\n<\/td>\n

\n

To make and publish such rules for the regulation of the Plan and procedures
\nfor the administration of the Plan as are not inconsistent with the terms
\nhereof;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(7)<\/p>\n<\/td>\n

\n

To appoint a Plan administrator or any other agent, and to delegate to them
\nsuch powers and duties in connection with the administration of the Plan as the
\nCommittee may from time to time prescribe; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(8)<\/p>\n<\/td>\n

\n

To take all actions necessary for the administration of the Plan, including
\ndetermining whether to hold or discontinue its policies.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

8.4<\/p>\n<\/td>\n

\n

Construction and Interpretation<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Committee shall have full discretion to construe and interpret the terms
\nand provisions of this Plan, and make findings of fact in connection therewith,
\nwhich interpretations, construction or findings, shall be final and binding on
\nall parties, including but not limited to the Company and any Participant or
\nBeneficiary. The Committee shall administer such terms and provisions in a
\nuniform and nondiscriminatory manner and in full accordance with any and all
\nlaws applicable to the Plan. The Plan is intended to comply with Code \u00a7409A, and
\nwill therefore be interpreted and administered to maintain intended income tax
\ndeferral in accordance with Code \u00a7409A and regulations and other guidance issued
\nthereunder.<\/p>\n\n\n\n
\n

8.5<\/p>\n<\/td>\n

\n

Information<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

To enable the Committee to perform its functions, the Company shall supply
\nfull and timely information to the Committee on all matters relating to the
\nCompensation of all Participants, their death or other events which cause
\ntermination of their participation in this Plan, and such other pertinent facts
\nas the Committee may require.<\/p>\n\n\n\n
\n

8.6<\/p>\n<\/td>\n

\n

Compensation, Expenses and Indemnity<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

a)<\/p>\n<\/td>\n

\n

The members of the Committee shall serve without compensation for their
\nservices hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

b)<\/p>\n<\/td>\n

\n

The Committee is authorized at the expense of the Company to employ such
\nlegal counsel as it may deem advisable to assist in the performance of its
\nduties hereunder. Expenses and fees in connection with the administration of the
\nPlan shall be paid by the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

c)<\/p>\n<\/td>\n

\n

To the extent permitted by applicable state law, the Company shall indemnify
\nand hold harmless the Committee and each member thereof, the Board of Directors
\nand any delegate of the Committee who is an employee of the Company against any
\nand all expenses, liabilities and claims, including legal fees to defend against
\nsuch liabilities and claims arising out of their discharge in good faith of
\nresponsibilities under or incident to the Plan, other than expenses and
\nliabilities arising out of willful misconduct. This indemnity shall not preclude
\nsuch further indemnities as may be available under insurance purchased by the
\nCompany or provided by the Company under any bylaw, agreement or otherwise, as
\nsuch indemnities are permitted under state law.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 18<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

8.7<\/p>\n<\/td>\n

\n

Claims and Review Procedures<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

a)<\/p>\n<\/td>\n

\n

Claim<\/u> – A person who believes that he is being denied a benefit to
\nwhich he is entitled under this Plan (hereinafter referred to as “Claimant”)
\nmust file a written request for such benefit with the Company, setting forth his
\nclaim. The request must be addressed to the President of the Company at its then
\nprincipal place of business.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

b)<\/p>\n<\/td>\n

\n

Claim Decision<\/u> – Upon receipt of a claim, the Company shall advise the
\nClaimant that a reply will be forthcoming within ninety (90) days, and shall, in
\nfact, deliver such reply within such period. The Company may, however, extend
\nthe reply period for an additional ninety (90) days for special circumstances.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If the claim is denied in whole or in part, the Company shall inform the
\nClaimant in writing, using language calculated to be understood by the Claimant,
\nsetting forth: (A) the specified reason or reasons for such denial; (B) the
\nspecific reference to pertinent provisions of this Plan on which such denial is
\nbased; (C) a description of any additional material or information necessary for
\nthe Claimant to perfect his claim and an explanation of why such material or
\nsuch information is necessary; (D) appropriate information as to the steps to be
\ntaken if the Claimant wishes to submit the claim for review; and (E) the time
\nlimits for requesting a review under subsection (c).<\/p>\n\n\n\n
<\/td>\n\n

c)<\/p>\n<\/td>\n

\n

Request For Review<\/u> – Within sixty (60) days after the receipt by the
\nClaimant of the written opinion described above, the Claimant may request in
\nwriting that the Committee review the determination of the Company. Such request
\nmust be addressed to the President of the Company, at its then principal place
\nof business. The Claimant or his duly authorized representative may, but need
\nnot, review the pertinent documents and submit issues and comments in writing
\nfor consideration by the Committee. If the Claimant does not request a review
\nwithin the applicable period, he shall be barred and estopped from challenging
\nthe Company’s determination.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

d)<\/p>\n<\/td>\n

\n

Review of Decision<\/u> – Within sixty (60) days after the Committee’s
\nreceipt of a request for review, after considering all materials presented by
\nthe Claimant, the Committee will inform the Participant in writing, in a manner
\ncalculated to be understood by the Claimant, the decision setting forth the
\nspecific reasons for the decision containing specific references to the
\npertinent provisions of this Plan on which the decision is based. If special
\ncircumstances require that the applicable time period be extended, the Committee
\nwill so notify the Claimant and will render the decision as soon as possible,
\nbut no later than one hundred twenty (120) days after receipt of the request for
\nreview.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 19<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

8.8<\/p>\n<\/td>\n

\n

Furnishing Information or Providing Other Reports<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Committee shall provide Participant under procedures established by the
\nCommittee (i) a statement with respect to such Participant153s Accounts on at
\nleast a quarterly basis, (ii) a description of the Plan, and (iii) such other
\ninformation or notices as required by ERISA or other applicable law. After
\npayment by the Participant of a reasonable charge, which charge may be waived by
\nthe Committee, the Committee shall provide the Participant with a copy of the
\nPlan upon written request by the Participant. The Committee shall also file with
\ngovernment authorities any reports or returns required.<\/p>\n

Section IX – Amendment and Discontinuance<\/a><\/p>\n

\n\n\n\n
\n

9.1<\/p>\n<\/td>\n

\n

In General<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company hereby reserves the right and power, by action of the Board or
\nthe Committee, to amend, suspend or terminate the Plan in whole or in part, at
\nany time. Included in the Company153s right to amend, suspend or terminate is the
\nCompany153s right at any time to no longer permit any additional participants
\nunder the Plan, to cease making benefit allocations, and to distribute all
\nAccount balances upon Plan termination, to the extent permitted under Code
\n \u00a7409A. The Committee may promulgate rules and procedures from time to time to
\ncarry out the provisions of this Section IX. However, in no event shall the
\nCompany or Committee have the right to eliminate or reduce any benefit which has
\nbeen vested or become nonforfeitable under the Plan pursuant to Section V. No
\nadopting company other than the Company shall have the right to amend or
\nterminate the Plan, but a company shall have the right to cease or suspend
\nparticipation in the Plan.<\/p>\n

SECTION X : GENERAL PROVISIONS<\/a><\/p>\n

\n\n\n\n
\n

10.1<\/p>\n<\/td>\n

\n

Unsecured General Creditor<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Participants and their Beneficiaries, heirs, successors, and assigns shall
\nhave no legal or equitable rights, claims, or interest in any specific property
\nor assets of the Company, any Subsidiary, and of the Rabbi Trust. No assets of
\nthe Company shall be held in any way as collateral security for the fulfilling
\nof the obligations of the Company under this Plan. The Company153s or Subsidiary’s
\nobligation under the Plan shall be merely that of an unfunded and unsecured
\npromise of the Company or Subsidiary to pay money in the future, and the rights
\nof the Participants and Beneficiaries shall be no greater than those of
\nunsecured general creditors. It is the intention of the Company that this Plan
\nbe unfunded for purposes of the Code and for purposes of Title 1 of ERISA.<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 20<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

10.2<\/p>\n<\/td>\n

\n

Restriction Against Assignment<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company shall pay all amounts payable hereunder only to the person or
\npersons designated by the Plan and not to any other person or corporation. No
\npart of a Participant’s Accounts shall be liable for the debts, contracts, or
\nengagements of any Participant, his Beneficiary, or successors in interest, nor
\nshall a Participant’s Accounts be subject to execution by levy, attachment, or
\ngarnishment or by any other legal or equitable proceeding, nor shall any such
\nperson have any right to alienate, anticipate, sell, transfer, commute, pledge,
\nencumber, or assign any benefits or payments hereunder in any manner whatsoever.
\nIf any Participant, Beneficiary or successor in interest is adjudicated bankrupt
\nor purports to anticipate, alienate, sell, transfer, commute, assign, pledge,
\nencumber or charge any distribution or payment from the Plan, voluntarily or
\ninvoluntarily, the Committee, in its discretion, may cancel such distribution or
\npayment (or any part thereof) to or for the benefit of such Participant,
\nBeneficiary or successor in interest in such manner as the Committee shall
\ndirect.<\/p>\n

Notwithstanding the preceding paragraph,<\/p>\n

a. To the extent required under final judgment, decree or order (including
\napproval of a property settlement agreement) made pursuant to a state domestic
\nrelations law, any portion of a Participant153s Plan benefits may be paid or set
\naside for payment to a spouse, former spouse, or child of the Participant. Any
\nbenefit so set aside for a spouse, former spouse, or child shall be paid out as
\nand when benefits are paid to the Participant, unless the Committee agrees to a
\ndifferent time and\/or form of payment to such recipient(s). Any payment made to
\na person other than the Participant pursuant to this Section shall be reduced by
\ntax withholding, if required by law; the fact that payment is made to a person
\nother than the Participant may not prevent such payment from being includible in
\nthe gross income of the Participant for withholding and income tax reporting
\npurposes.<\/p>\n

b. The Company153s liability to pay benefits to a Participant shall be reduced
\nto the extent that amounts have been paid or set aside for payment to a spouse,
\nformer spouse, or child pursuant to subparagraph (a) of this Section. No such
\ntransfer shall be effectuated unless the Company or Committee has been provided
\nwith satisfactory evidence that the Company and the Committee are released from
\nany further claim with respect to such amounts, in any case in which (i) the
\nCompany or Committee has been served with legal process or otherwise joined in a
\nproceeding relating to such transfer, (ii) the Participant has been notified of
\nthe pendency of such proceeding in the manner prescribed by law of the
\njurisdiction in which the proceeding is pending for service of process in such
\naction or by mail from the Employer or Committee to the Participant153s last known
\nmailing address, and (iii) the Participant fails to obtain an order of the court
\nin the proceeding relieving the Company or Committee from the obligation to
\ncomply with the judgment, decree, or order.<\/p>\n

c. The Company and Committee shall not be obligated to defend against or set
\naside any judgment, decree, or order described in subparagraph (a), or any legal
\norder relating to the garnishment of a Participant153s benefits, unless the full
\nexpense of such legal action is borne by the Participant. In the event that the
\nParticipant153s action (or inaction) nonetheless causes the Company or Committee
\nto incur such expense, the amount of the expense may be charged against the
\nParticipant153s Plan benefits and thereby reduce the Company153s obligation to pay
\nbenefits to the Participant. In the course of any proceeding relating to
\ndivorce, separation, or child support, the Company and Committee shall be
\nauthorized to disclose information relating to the Participant153s benefits to the
\nParticipant153s spouse, former spouse, or child (including the legal
\nrepresentatives of the spouse, former spouse, or child), or to a court.<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 21<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

10.3<\/p>\n<\/td>\n

\n

Receipt or Release<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any payment to a Participant or the Participant’s Beneficiary in accordance
\nwith the provisions of the Plan shall, to the extent thereof, be in full
\nsatisfaction of all claims against the Committee and the Company. The Committee
\nmay require such Participant or Beneficiary, as a condition precedent to such
\npayment, to execute a receipt and release to such effect.<\/p>\n\n\n\n
\n

10.4<\/p>\n<\/td>\n

\n

Payments on Behalf of Persons Under Incapacity<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the event that any amount becomes payable under the Plan to a person who,
\nin the sole judgment of the Committee, is considered by reason of physical or
\nmental condition to be unable to give a valid receipt therefore, the Committee
\nmay direct that such payment be made to any person found by the Committee, in
\nits sole judgment, to have assumed the care of such person. Any payment made
\npursuant to such determination shall constitute a full release and discharge of
\nthe Committee and the Company.<\/p>\n\n\n\n
\n

10.5<\/p>\n<\/td>\n

\n

Limitation of Rights and Employment Relationship<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Neither the establishment of the Plan and\/or Rabbi Trust nor any modification
\nthereof, nor the creating of any fund or account, nor the payment of any
\nbenefits shall be construed as giving to any Participant, or Beneficiary or
\nother person any legal or equitable right against the Company or the trustee of
\nthe Rabbi Trust except as provided in the Plan and Trust; and in no event shall
\nthe terms of employment of any Employee or Participant be modified or in any way
\nbe affected by the provisions of the Plan and\/or Trust.<\/p>\n\n\n\n
\n

10.6<\/p>\n<\/td>\n

\n

Governing Law<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Plan shall be construed, governed and administered in accordance with
\nthe laws of the State of Michigan, except to the extent pre-empted by federal
\nlaw. It is the intention of the Company that the Plan meets all requirements of
\nthe Code so that the benefits provided are non-taxable during the period of
\ndeferral and until actual distribution is made. Accordingly, the Plan will at
\nall times, be interpreted and administered to maintain intended income tax
\ndeferral in accordance with Code \u00a7409A and regulations and other guidance issued
\nthereunder.<\/p>\n\n\n\n
\n

10.7<\/p>\n<\/td>\n

\n

Statutory References<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All references to the Code and ERISA include reference to any comparable or
\nsucceeding provisions of any legislation which amends, supplements or replaces
\nsuch section or subsection.<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 22<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

10.8<\/p>\n<\/td>\n

\n

Severability<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In case any provisions of the Plan shall be held illegal or invalid for any
\nreason, such illegality or invalidity shall not affect the remaining provisions
\nof the Plan, and the Plan shall be construed and enforced as if such illegal and
\ninvalid provisions had never been set forth in the Plan.<\/p>\n\n\n\n
\n

10.9<\/p>\n<\/td>\n

\n

Headings<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Headings and subheadings in this Plan are inserted for convenience of
\nreference only and are not to be considered in the construction of the
\nprovisions hereof. In the event of a conflict between a heading and the content
\nof a section, the content of the section shall control.<\/p>\n\n\n\n
\n

10.10<\/p>\n<\/td>\n

\n

Action by the Company<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any action to be performed by the Company under the Plan shall be by
\nresolution of its Board, by a duly authorized committee of its Board, or by a
\nperson or persons authorized by resolution of its Board or by resolution of such
\ncommittee, or by the Committee.<\/p>\n

Executed this _______ day of____________, 2008.<\/p>\n\n\n\n\n\n\n
\n

LA-Z-BOY INCORPORATED<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

President and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 23<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Exhibit A<\/strong><\/p>\n

Change in Control<\/strong><\/p>\n

“Change in Control” means any change required to be reported in Item 6(e) of
\nSchedule 14A of Regulation 14A issued under the Securities Exchange Act of 1934
\n(the “Exchange Act”) that qualifies as a change in control event pursuant to
\nCode \u00a7409A. A “change in control event” pursuant to Code \u00a7409A includes the
\noccurrence of a change in the ownership of the Company (as defined in Reg.
\n \u00a71.409A-3 (i)(5)(v)), a change in effective control of the Company (as defined
\nin Reg. \u00a71.409A-3(i)(5)(vi)), or a change in the ownership of a substantial
\nportion of the assets of the Company (as defined in Reg. \u00a71.409A-3(i)(5)(vii),
\nand, in particular, any one or more of the following events:<\/p>\n\n\n\n
\n

a.<\/p>\n<\/td>\n

\n

A change in ownership of the Company in which any one person, or more than
\none person acting as a group acquires beneficial ownership of stock of the
\nCompany that, together with stock held by such person or group, constitutes more
\nthan 50 percent of the total fair market value or total voting power of the
\nstock of the Company; provided, however, that for purposes of this subsection
\n(a), the following acquisitions shall not constitute a Change in Control: (i)
\nany acquisition by the Company, or (ii) any acquisition by any employee benefit
\nplan (or related trust) sponsored or maintained by the Company or by any
\ncorporation controlled by the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

b.<\/p>\n<\/td>\n

\n

A change in the effective control of the Company, pursuant to which either:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Any one person, or more than one person acting as a group acquires (or has
\nacquired during the 12-month period ending on the date of the most recent
\nacquisition by such person or persons) beneficial ownership of stock of the
\nCompany possessing 30 percent or more of the total voting power of the stock of
\nthe Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

A majority of members of the Company153s board of directors is replaced during
\nany 12-month period by directors whose appointment or election is not endorsed
\nby a majority of the members of the Company153s board of directors before the date
\nof the appointment or election.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

c.<\/p>\n<\/td>\n

\n

A change in the ownership of a substantial portion of the Company153s assets
\npursuant to which any one person, or more than one person acting as a group
\nacquires (or has acquired during the 12-month period ending on the date of the
\nmost recent acquisition by such person or persons) assets from the Company that
\nhave a total gross fair market value equal to or more than 40 percent of the
\ntotal gross fair market value of all of the assets of the Company immediately
\nbefore such acquisition or acquisitions. As used herein, gross fair market value
\nmeans the value of the assets of the Company, or the value of the assets being
\ndisposed of, determined without regard to any liabilities associated with such
\nassets. However, there is no change in control event under this paragraph when
\nthere is a transfer to a related person as described in Reg.
\n \u00a71.409A-3(i)(5)(vii)(B)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 24<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

However a Change in Control shall not include a merger of the Company with
\nanother entity, a consolidation involving the Company, or the sale of all or
\nsubstantially all of the assets or equity interests of the Company to another
\nentity if, in any such case, (a) the holders of equity securities of the Company
\nimmediately prior to such event beneficially own immediately after such event
\nequity securities of the resulting entity entitled to more than fifty percent of
\nthe votes then eligible to be cast in the election of directors (or comparable
\ngoverning body) of the resulting entity in substantially the same proportions
\nthat they owned the equity securities of the Company immediately prior to such
\nevent or (b) the persons who were members of the Board immediately prior to such
\nevent constitute at least a majority of the board of directors of the resulting
\nentity immediately after such event.<\/p>\n

For purposes of this definition:<\/p>\n

(A) “Beneficial owner” (or “beneficial ownership”) includes ownership by
\nattribution as provided in Reg. \u00a71.409A.<\/p>\n

(B) Where applicable, “person” means a person as defined in Section 3(a)(9)
\nof Securities Exchange Act of 1934, as amended (the “Exchange Act”);<\/p>\n

(C) “Acting as a group” means so acting within the meaning of Reg.
\n \u00a71.409A-3(i)(5)(B, D or C), whichever pertains. Persons will be considered to be
\nacting as a group if they are owners of a corporation that enters into a merger,
\nconsolidation, purchase or acquisition of stock, or similar business transaction
\nwith the Company. If a person, including an entity, owns stock in both
\ncorporations that enter into a merger, consolidation, purchase or acquisition of
\nstock, or similar transaction, such shareholder is considered to be acting as a
\ngroup with other shareholders only with respect to the ownership in that
\ncorporation before the transaction giving rise to the change and not with
\nrespect to the ownership interest in the other corporation. Where applicable,
\n“group” means a group as described in Rule 13d-5 promulgated under the Exchange
\nAct or any successor regulation.<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 25<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Exhibit B<\/strong><\/p>\n

Separation From Service<\/strong><\/p>\n

A Separation From Service occurs on the date upon which a Participant is no
\nlonger an Employee of the Company, as determined in accordance with Code Section
\n409A and Treasury Regulation Section 1.409A-1(h).<\/p>\n

For purposes of this Plan, an Employee Separates From Service with the
\nCompany if the Employee dies, retires or otherwise has a termination of
\nemployment with the Company. However, the employment relationship is treated as
\ncontinuing intact while the Employee is on military leave, sick leave, or other
\nbona fide leave of absence if the period of such leave does not exceed six
\nmonths, or if longer, so long as the Employee153s right to reemployment with the
\nCompany is provided either by statute or by contract. A leave of absence
\nconstitutes a bona fide leave of absence only if there is a reasonable
\nexpectation that the Employee will return to perform services for the Company.
\nIn general, if the period of leave exceeds six months and the Employee153s right
\nto reemployment is not provided either by statute or by contract, the employment
\nrelationship is deemed to terminate on the first date immediately following such
\nsix-month period.<\/p>\n

Whether a termination of employment has occurred is determined based on
\nwhether the facts and circumstances indicate that the Company and Employee
\nreasonably anticipated that no further services would be performed after a
\ncertain date. An Employee is presumed to have Separated From Service where the
\nlevel of bona fide services performed decreases to a level equal to 20 percent
\nor less of the average level of services performed by the Employee during the
\nimmediately preceding 36-month period (or the full period of services to the
\nCompany if the Employee has been providing services to the Company less than 36
\nmonths). Facts and circumstances to be considered in making this determination
\ninclude, but are not limited to, whether the Employee continues to be treated as
\nan Employee for other purposes (such as continuation of salary and participation
\nin Employee benefit programs), whether similarly situated Employees have been
\ntreated consistently, and whether the Employee is permitted, and realistically
\navailable, to perform services for other Companies in the same line of business.
\nAn Employee will be presumed not to have separated from service where the level
\nof bona fide services performed continues at a level that is 50 percent or more
\nof the average level of service performed by the Employee during the immediately
\npreceding 36-month period. No presumption applies to a decrease in the level of
\nbona fide services performed to a level that is more than 20 percent and less
\nthan 50 percent of the average level of bona fide services performed during the
\nimmediately preceding 36-month period. The presumption is rebuttable by
\ndemonstrating that the Company and the Employee reasonably anticipated that as
\nof a certain date the level of bona fide services would be reduced permanently
\nto a level less than or equal to 20 percent of the average level of bona fide
\nservices provided during the immediately preceding 36-month period or full
\nperiod of services provided to the Company if the Employee has been providing
\nservices to the Company for a period of less than 36 months (or that the level
\nof bona fide services would not be so reduced).<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Page 26<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n
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