\n Less than 1 year 0%
\n —————————————————————————–
\n 1 year or more, but less than 2 10%
\n —————————————————————————–
\n 2 years or more, but less than 3 25%
\n —————————————————————————–
\n 3 years or more, but less than 4 50%
\n —————————————————————————–
\n 4 years or more, but less than 5 75%
\n —————————————————————————–
\n 5 years or more 100%
\n —————————————————————————–
\n<\/c><\/s><\/caption>\n<\/table>\n (d) Notwithstanding anything to the contrary contained in this
\n Section 3.12, except as provided in subsection (d) below, in the
\n event of a Change in Control, a Participant’s Company
\n Contribution Account and Company Matching Account shall
\n immediately become 100% vested (without regard to whether it is
\n already vested in accordance with the above vesting schedules).<\/p>\n
(e) Notwithstanding subsection (d) in this Section 3.12, the vesting
\n schedule for a Participant’s Company Contribution Account shall
\n not be accelerated to the extent that the Committee determines
\n that such acceleration would cause the deduction limitations of
\n Section 280G of the Code to become effective. In the event that
\n any portion of a Participant’s Company Contribution Account is
\n not vested pursuant to such a determination, the Participant may
\n request independent verification of the Committee’s calculations
\n with respect to the application of Section 280G. In such case,
\n the Committee must provide to the Participant within 15 business
\n days of such a request an opinion from a nationally recognized
\n accounting firm selected by the Participant (the “Accounting
\n Firm”), to the effect that, in the Accounting Firm’s opinion that
\n any limitation in the vested percentage hereunder is necessary to
\n avoid the limits of Section 280G, and containing supporting
\n calculations, or, in the absence of such an opinion, shall cause
\n the relevant portion of the Participant’s Company Contribution
\n Account to become vested. The cost of such opinion shall be paid
\n for by the Company.<\/p>\n
3.13 CREDITING\/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
\n to, the rules and procedures that are established from time to time by
\n the Committee, in its sole discretion, amounts shall be credited or
\n debited to a Participant’s Account Balance in accordance with the
\n following rules:<\/p>\n
(a) ELECTION OF MEASUREMENT FUNDS. Subject to Section 3.13(f) below,
\n a Participant, in connection with his or her initial deferral
\n election in accordance with Section 3.3(a) above, shall elect, on
\n the Election Form, one or more Measurement Fund(s) to be used to
\n determine the additional amounts to be credited to his or her
\n Account Balance for the first business day in which the
\n Participant commences participation in the Plan and continuing
\n thereafter for each subsequent day in which the Participant
\n participates in the<\/p>\n
14<\/p>\n
Plan, unless changed in accordance with the next sentence.
\n Subject to Section 3.13(f) below, commencing with the first
\n business day that follows the Participant’s commencement of
\n participation in the Plan and continuing thereafter for each
\n subsequent day in which the Participant participates in the Plan,
\n the Participant may (but is not required to) elect, by submitting
\n an Election Form to the Committee that is accepted by the
\n Committee, to add or delete one or more Measurement Fund(s) to be
\n used to determine the additional amounts to be credited to his or
\n her Account Balance, or to change the portion of his or her
\n Account Balance allocated to each previously or newly elected
\n Measurement Fund. If an election is made in accordance with the
\n previous sentence, it shall apply to the next business day and
\n continue thereafter for each subsequent day in which the
\n Participant participates in the Plan, unless changed in
\n accordance with the previous sentence.<\/p>\n
(b) PROPORTIONATE ALLOCATION. In making any election described in
\n Section 3.13(a) above, the Participant shall specify on the
\n Election Form, in increments of five percentage points (5%), the
\n percentage of his or her Account Balance to have gains and losses
\n measured by a Measurement Fund.<\/p>\n
(c) MEASUREMENT FUNDS. From time to time, the Committee in its sole
\n discretion shall select and announce to Participants its
\n selection of mutual funds, insurance company separate accounts,
\n indexed rates or other methods, one of which shall be the Stock
\n (each, a “Measurement Fund”), for the purpose of providing the
\n basis on which gains and losses shall be attributed to Account
\n Balances under the Plan. The Committee may, in its sole
\n discretion, discontinue, substitute or add a Measurement Fund at
\n any time, provided, however, that the Committee may never
\n discontinue or substitute the Company Stock Measurement Fund.
\n Each such action will take effect as of the first day of the
\n calendar quarter that follows by thirty (30) days the day on
\n which the Committee gives Participants advance written notice of
\n such change.<\/p>\n
(d) CREDITING OR DEBITING METHOD. The performance of each elected
\n Measurement Fund (either positive or negative) will be determined
\n by the Committee, in its reasonable discretion, based on
\n available reports of the performance of the Measurement Funds. A
\n Participant’s Account Balance shall be credited or debited on a
\n daily basis based on the performance of each Measurement Fund
\n selected by the Participant, as determined by the Committee in
\n its sole discretion, as though (i) a Participant’s Account
\n Balance were invested in the Measurement Fund(s) selected by the
\n Participant, in the percentages applicable to such day, as of the
\n close of business on such day, at the closing price on such date;
\n (ii) the portion of the Annual Deferral Amount that was actually
\n deferred during any day were invested in the Measurement Fund(s)
\n selected by the Participant, in the percentages applicable to
\n such day, no later than the close of business on the first
\n business day after the day on which such amounts are actually
\n deferred from the Participant’s Annual Base Salary through
\n reductions in his or her payroll, at the closing price on such
\n date; and (iii) any distribution made to a Participant that
\n decreases such<\/p>\n
15<\/p>\n
Participant’s Account Balance ceased being invested in the
\n Measurement Fund(s), in the percentages applicable to such day,
\n no earlier than one business day prior to the distribution, at
\n the closing price on such date. The Participant’s Annual Stock
\n Option Amount(s) shall be credited to his or her Stock Option
\n Account no later than the close of business on the first business
\n day after the day on which the Eligible Stock Option was
\n exercised. The Participant’s Annual Restricted Stock Amounts
\n shall be credited to his or her Restricted Stock Account no later
\n than the close of business on the first business day after the
\n day on which the Restricted Stock to which it relates would have
\n vested, but for the election to defer.<\/p>\n
(e) NO ACTUAL INVESTMENT. Notwithstanding any other provision of this
\n Plan that may be interpreted to the contrary, the Measurement
\n Funds are to be used for measurement purposes only, and a
\n Participant’s election of any such Measurement Fund, the
\n allocation to his or her Account Balance thereto, the calculation
\n of additional amounts and the crediting or debiting of such
\n amounts to a Participant’s Account Balance shall not be
\n considered or construed in any manner as an actual investment of
\n his or her Account Balance in any such Measurement Fund. In the
\n event that the Company or the Trustee (as that term is defined in
\n the Trust), in its own discretion, decides to invest funds in any
\n or all of the Measurement Funds, no Participant shall have any
\n rights in or to such investments themselves. Without limiting the
\n foregoing, a Participant’s Account Balance shall at all times be
\n a bookkeeping entry only and shall not represent any investment
\n made on his or her behalf by the Company or the Trust; the
\n Participant shall at all times remain an unsecured creditor of
\n the Company.<\/p>\n
(f) STOCK OPTION ACCOUNT AND RESTRICTED STOCK ACCOUNT MUST BE
\n ALLOCATED TO COMPANY STOCK MEASUREMENT FUND. Notwithstanding any
\n provision of this Plan that may be construed to the contrary, a
\n Participant’s Stock Option Account and Restricted Stock Account
\n must always be allocated to the Company Stock Measurement Fund,
\n may never be reallocated to any other Measurement Fund and must
\n be distributed from this Plan in the form of actual shares of
\n Stock.<\/p>\n
3.14 FICA AND OTHER TAXES.<\/p>\n
(a) ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
\n Deferral Amount is being withheld from a Participant, the
\n Participant’s Employer(s) shall withhold from that portion of the
\n Participant’s Annual Base Salary or Annual Bonus that is not
\n being deferred, in a manner determined by the Employer(s), the
\n Participant’s share of FICA, other employment taxes and other
\n employee contributions on such Annual Deferral Amount. If
\n necessary, the Committee may reduce the Annual Deferral Amount in
\n order to comply with this Section 3.14.<\/p>\n
(b) COMPANY MATCHING AMOUNTS. When a participant becomes vested in a
\n portion of his or her Company Matching Account, the Participant’s
\n Employer(s) shall withhold from the Participant’s Annual Base
\n Salary or Annual Bonus that is not deferred, in a manner<\/p>\n
16<\/p>\n
determined by the Employer(s), the Participant’s share of FICA
\n and other employment taxes. If necessary, the Committee may
\n reduce the vested portion of the Participant’s Company Matching
\n Account in order to comply with this Section 3.14.<\/p>\n
(c) ANNUAL STOCK OPTION AMOUNTS AND ANNUAL RESTRICTED STOCK AMOUNTS.
\n For each Plan Year in which an Annual Stock Option Amount or
\n Annual Restricted Stock Amount is being first withheld from a
\n Participant, the Participant’s Employer(s) shall withhold from
\n that portion of the Participant’s Annual Base Salary or Annual
\n Bonus that is not being deferred, in a manner determined by the
\n Employer(s), the Participant’s share of FICA and other employment
\n taxes on such Annual Stock Option Amount or Annual Restricted
\n Stock Amount. If necessary, the Committee may reduce the Annual
\n Deferral Amount in order to comply with this Section 3.14.<\/p>\n
3.15 DISTRIBUTIONS. The Participant’s Employer(s), or the trustee of the
\n Trust, shall withhold from any payments made to a Participant under this
\n Plan all federal, state and local income, employment and other taxes
\n required to be withheld by the Employer(s), or the trustee of the Trust,
\n in connection with such payments, in amounts and in a manner to be
\n determined in the sole discretion of the Employer(s) and the trustee of
\n the Trust, respectively (whichever is making the payment).<\/p>\n
ARTICLE 4
\n SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
\n WITHDRAWAL ELECTION<\/p>\n
4.1 SHORT-TERM PAYOUT. In connection with each election to defer an Annual
\n Deferral Amount, a Participant may irrevocably elect to receive a future
\n “Short-Term Payout” from the Plan with respect to such Annual Deferral
\n Amount. Subject to the Deduction Limitation, the Short-Term Payout shall
\n be a lump sum payment in an amount that is equal to the Annual Deferral
\n (or a specified portion thereof) plus amounts credited or debited in the
\n manner provided in Section 3.13 above on that amount, determined at the
\n time that the Short-Term Payout becomes payable (rather than the date of
\n a Termination of Employment) or, alternatively if so elected by the
\n Participant, a fixed stated sum, up to the total Account. Subject to the
\n Deduction Limitation and the other terms and conditions of this Plan,
\n each Short-Term Payout elected shall be paid out during a 60 day period
\n commencing immediately after the last day of any Plan Year designated by
\n the Participant that is at least three Plan Years after the Plan Year in
\n which the Annual Deferral Amount is actually deferred.<\/p>\n
4.2 OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur
\n that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
\n Amount, plus amounts credited or debited thereon, that is subject to a
\n Short-Term Payout election under Section 4.1 shall not be paid in
\n accordance with Section 4.1 but shall be paid in accordance with the
\n other applicable Article.<\/p>\n
17<\/p>\n
4.3 WITHDRAWAL PAYOUT\/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
\n If the Participant experiences an Unforeseeable Financial Emergency, the
\n Participant may petition the Committee to (i) suspend any deferrals
\n required to be made by a Participant or (ii) receive a partial or full
\n payout from the Plan. The payout shall not exceed the lesser of the
\n Participant’s Account Balance, calculated as if such Participant were
\n receiving a Termination Benefit, or the amount reasonably needed to
\n satisfy the Unforeseeable Financial Emergency. If, subject to the sole
\n discretion of the Committee, the petition for a suspension and\/or payout
\n is approved, suspension shall take effect upon the date of approval and
\n any payout shall be made within 60 days of the date of approval. The
\n payment of any amount under this Section 4.3 shall not be subject to the
\n Deduction Limitation.<\/p>\n
4.4 WITHDRAWAL ELECTION. A Participant (or, after a Participant’s death, his
\n or her Beneficiary) may elect, at any time, to withdraw a portion or all
\n of his or her Account Balance, calculated as if there had occurred a
\n Termination of Employment as of the day of the election, less a
\n withdrawal penalty equal to 10% of the amount withdrawn (the net amount
\n shall be referred to as the “Withdrawal Amount”). This election can be
\n made at any time, before or after Retirement, Disability, death or
\n Termination of Employment, and whether or not the Participant (or
\n Beneficiary) is in the process of being paid pursuant to an installment
\n payment schedule. If made before Retirement, Disability or death, a
\n Participant’s Withdrawal Amount shall be his or her Account Balance (or
\n portion of his or her Account Balance elected by the Participant)
\n calculated as if there had occurred a Termination of Employment as of
\n the day of the election. Notwithstanding anything in this Section or the
\n Plan to the contrary, a Participant may not elect a Withdrawal Amount
\n less than $5,000. The Participant (or his or her Beneficiary) shall make
\n this election by giving the Committee advance written notice of the
\n election in a form determined from time to time by the Committee. The
\n Participant (or his or her Beneficiary) shall be paid the Withdrawal
\n Amount within 60 days of his or her election and the Participant’s
\n Account shall concurrently be reduced by the Withdrawal Amount plus the
\n 10% penalty. The payment of this Withdrawal Amount shall not be subject
\n to the Deduction Limitation.<\/p>\n
ARTICLE 5
\n RETIREMENT BENEFIT<\/p>\n
5.1 RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant
\n who Retires shall receive, as a Retirement Benefit, his or her Account
\n Balance.<\/p>\n
5.2 PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or
\n her commencement of participation in the Plan, shall elect on an
\n Election Form the form in which the Retirement Benefit will be paid, if
\n that benefit becomes payable under the terms of the Plan, which form
\n shall be a lump sum or an Annual Installment Method of 5, 10, or 15
\n years. The Participant may annually change his or her election to an
\n allowable alternative payout period by submitting a new Election Form to
\n the Committee, provided that the last such Election Form that is
\n submitted at least 1 year prior to the Participant’s Retirement and is
\n accepted by the Committee<\/p>\n
18<\/p>\n
in its sole discretion shall be the governing Election Form as to this
\n matter. If a Participant does not make any election with respect to the
\n payment of the Retirement Benefit, then such benefit shall be payable in
\n a lump sum. The lump sum payment shall be made, or installment payments
\n shall commence, no later than 60 days after the Participant Retires. Any
\n payment made shall be subject to the Deduction Limitation.<\/p>\n
5.3 DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
\n after Retirement but before the Retirement Benefit is paid in full, the
\n Participant’s unpaid Retirement Benefit payments shall continue and
\n shall be paid to the Participant’s Beneficiary (a) over the remaining
\n number of years and in the same amounts as that benefit would have been
\n paid to the Participant had the Participant survived, or (b) in a lump
\n sum, if requested by the Beneficiary and allowed in the sole discretion
\n of the Committee, that is equal to the Participant’s unpaid remaining
\n Account Balance.<\/p>\n
ARTICLE 6
\n PRE-RETIREMENT SURVIVOR BENEFIT<\/p>\n
6.1 PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation,
\n the Participant’s Beneficiary shall receive a Pre-Retirement Survivor
\n Benefit equal to the Participant’s Account Balance if the Participant
\n dies before he or she Retires, experiences a Termination of Employment
\n or suffers a Disability.<\/p>\n
6.2 PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. A Participant, in connection
\n with his or her commencement of participation in the Plan, shall elect
\n on an Election Form whether the Pre-Retirement Survivor Benefit shall be
\n received by his or her Beneficiary in a lump sum or pursuant to an
\n Annual Installment Method of 5, 10 or 15 years. The Participant may
\n annually change this election to an allowable alternative payout period
\n by submitting a new Election Form to the Committee, which form must be
\n accepted by the Committee in its sole discretion. The Election Form most
\n recently accepted by the Committee prior to the Participant’s death
\n shall govern the payout of the Participant’s Pre-Retirement Survivor
\n Benefit. If a Participant does not make any election with respect to the
\n payment of the Pre-Retirement Survivor Benefit, then such benefit shall
\n be paid in a lump sum. Despite the foregoing, if the Participant’s
\n Account Balance at the time of his or her death is less than $25,000,
\n payment of the Pre-Retirement Survivor Benefit may be made, in the sole
\n discretion of the Committee, in a lump sum or pursuant to an Annual
\n Installment Method of not more than 5 years. The lump sum payment shall
\n be made, or installment payments shall commence, no later than 60 days
\n after the Committee is provided with proof that is satisfactory to the
\n Committee of the Participant’s death. Any payment made shall be subject
\n to the Deduction Limitation.<\/p>\n
19<\/p>\n
ARTICLE 7
\n TERMINATION BENEFIT<\/p>\n
7.1 TERMINATION BENEFIT. Subject to the Deduction Limitation, the
\n Participant shall receive a Termination Benefit, which shall be equal to
\n the Participant’s Account Balance if a Participant experiences a
\n Termination of Employment prior to his or her Retirement, death or
\n Disability.<\/p>\n
7.2 PAYMENT OF TERMINATION BENEFIT. The Termination Benefit shall be paid to
\n a Participant in a lump sum. Notwithstanding the foregoing or anything
\n in this Plan to the contrary, to the extent a Participant’s Account
\n Balance is equal to or greater than $25,000 at the time of Termination
\n of Employment, the Participant may request that the Committee cause the
\n Termination Benefit to be paid pursuant to a method other than lump sum.
\n The Committee may, in its sole discretion, accept, modify or reject the
\n request of a Participant to pay the Termination Benefit pursuant to a
\n method other than lump sum. The lump sum payment shall be made, or
\n installment payments shall commence, no later than 60 days after
\n Participant terminates his or her employment. Notwithstanding anything
\n in this Section 7.2 or the Plan to the contrary, a Participant may
\n request that the Company pay the lump sum payment or commence the
\n installment payments 60 days after the end of the Plan Year in which the
\n Participant terminates his or her employment. The Committee may, in its
\n sole discretion, accept or reject such a request from a Participant.<\/p>\n
ARTICLE 8
\n DISABILITY WAIVER AND BENEFIT<\/p>\n
8.1 DISABILITY WAIVER.<\/p>\n
(a) WAIVER OF DEFERRAL. A Participant who is determined by the
\n Committee to be suffering from a Disability shall (i) have no
\n further deferrals of the Annual Deferral Amount that would
\n otherwise have been withheld from a Participant’s Annual Base
\n Salary or Annual Bonus for the Plan Year during which the
\n Participant first suffers a Disability and (ii) have no deferral
\n of any unvested Restricted Stock Amount or unexercised Stock
\n Option Amount as to which the Participant had previously elected
\n deferral. During the period of Disability, the Participant shall
\n not be allowed to make any additional deferral elections, but
\n will continue to be considered a Participant for all other
\n purposes of this Plan.<\/p>\n
(b) RETURN TO WORK. If a Participant returns to employment with an
\n Employer, after a Disability ceases, the Participant may elect to
\n defer an Annual Deferral Amount, Stock Option Amount and
\n Restricted Stock Amount for the Plan Year following his or her
\n return to employment or service and for every Plan Year
\n thereafter while a Participant in the Plan; provided such
\n deferral elections are otherwise allowed and an Election Form is
\n delivered to and accepted by the Committee for each such election
\n in accordance with Section 3.3 above.<\/p>\n
20<\/p>\n
8.2 CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
\n Disability shall, for benefit purposes under this Plan, continue to be
\n considered to be employed and shall be eligible for the benefits
\n provided for in Articles 4, 5, 6 or 7 in accordance with the provisions
\n of those Articles. Notwithstanding the above, the Committee shall have
\n the right to, in its sole and absolute discretion and for purposes of
\n this Plan only, and must in the case of a Participant who is otherwise
\n eligible to Retire, deem the Participant to have experienced a
\n Termination of Employment, or in the case of a Participant who is
\n eligible to Retire, to have Retired, at any time (or in the case of a
\n Participant who is eligible to Retire, as soon as practicable) after
\n such Participant is determined to be suffering a Disability, in which
\n case the Participant shall receive a Disability Benefit equal to his or
\n her Account Balance at the time of the Committee’s determination;
\n provided, however, that should the Participant otherwise have been
\n eligible to Retire, he or she shall be paid in accordance with Article
\n 5. The Disability Benefit shall be paid in a lump sum within 60 days of
\n the Committee’s exercise of such right. Any payment made shall be
\n subject to the Deduction Limitation.<\/p>\n
ARTICLE 9
\n BENEFICIARY DESIGNATION<\/p>\n
9.1 BENEFICIARY. Each Participant shall have the right, at any time, to
\n designate his or her Beneficiary(ies) (both primary and contingent) to
\n receive any benefits payable under the Plan to a beneficiary upon the
\n death of a Participant. The Beneficiary designated under this Plan may
\n be the same as or different from the Beneficiary designation under any
\n other plan of an Employer in which the Participant participates.<\/p>\n
9.2 BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
\n designate his or her Beneficiary by completing and signing the
\n Beneficiary Designation Form, and returning it to the Committee or its
\n designated agent. A Participant shall have the right to change a
\n Beneficiary by completing, signing and otherwise complying with the
\n terms of the Beneficiary Designation Form and the Committee’s rules and
\n procedures, as in effect from time to time. A Participant may name
\n someone other than his or her spouse as a Beneficiary only if a spousal
\n consent, in the form designated by the Committee, is signed by that
\n Participant’s spouse and returned to the Committee. Upon the acceptance
\n by the Committee of a new Beneficiary Designation Form, all Beneficiary
\n designations previously filed shall be canceled. The Committee shall be
\n entitled to rely on the last Beneficiary Designation Form filed by the
\n Participant and accepted by the Committee prior to his or her death.<\/p>\n
9.3 ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
\n shall be effective until received and acknowledged in writing by the
\n Committee or its designated agent.<\/p>\n
9.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
\n Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
\n designated Beneficiaries predecease the Participant or die prior to
\n complete distribution of the Participant’s benefits, then the
\n Participant’s designated Beneficiary shall be deemed to be his or her
\n surviving spouse. If the Participant has no<\/p>\n
21<\/p>\n
surviving spouse, the Participant’s designated Beneficiary shall be
\n deemed to be the Participant’s estate.<\/p>\n
9.5 DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
\n Beneficiary to receive payments pursuant to this Plan, the Committee
\n shall have the right, exercisable in its discretion, to cause the
\n Participant’s Employer to withhold such payments until this matter is
\n resolved to the Committee’s satisfaction.<\/p>\n
9.6 DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
\n Beneficiary shall fully and completely discharge all Employers and the
\n Committee from all further obligations under this Plan with respect to
\n the Participant, and that Participant’s Plan Agreement shall terminate
\n upon such full payment of benefits.<\/p>\n
ARTICLE 10
\n LEAVE OF ABSENCE<\/p>\n
10.1 PAID LEAVE OF ABSENCE. If a Participant is authorized by the
\n Participant’s Employer for any reason to take a paid leave of absence
\n from the employment of the Employer, the Participant shall continue to
\n be considered employed by the Employer and the Annual Deferral Amount
\n shall continue to be withheld during such paid leave of absence in
\n accordance with Section 3.3.<\/p>\n
10.2 UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
\n Participant’s Employer for any reason to take an unpaid leave of absence
\n from the employment of the Employer, the Participant shall continue to
\n be considered employed by the Employer and deferrals shall not be made,
\n in the absence of compensation. Upon such expiration of the unpaid leave
\n and resumption of entitlement to compensation, deferrals shall resume
\n for the remaining portion of the Plan Year in which the return occurs,
\n based on the deferral election, if any, made for that Plan Year. If no
\n election was made for that Plan Year, no deferral shall be withheld.<\/p>\n
ARTICLE 11
\n TERMINATION, AMENDMENT OR MODIFICATION<\/p>\n
11.1 TERMINATION. Although the Company anticipates that it will continue the
\n Plan for an indefinite period of time, there is no guarantee that the
\n Company will continue the Plan or will not terminate the Plan at any
\n time in the future. Accordingly, the Company reserves the right to
\n discontinue its sponsorship of the Plan and to terminate the Plan at any
\n time with respect to any or all of its participating Employees, by
\n action of its Board of Directors. Upon the termination of the Plan, the
\n Plan Agreements of the affected Participants shall terminate and their
\n Account Balances, determined as if they had experienced a Termination of
\n Employment on the date of Plan termination or, if Plan termination
\n occurs after the date upon which a Participant was eligible to Retire,
\n then with respect to that Participant as if he or she had Retired on the
\n date of Plan termination, shall be paid to the Participants as follows:
\n Prior to a Change in Control, if the Plan is terminated with respect to
\n all of its Participants, the Company shall have the right, in its sole
\n discretion, and notwithstanding any elections made by the Participant,
\n to pay such<\/p>\n
22<\/p>\n
benefits in a lump sum or pursuant to an Annual Installment Method of up
\n to 15 years, with amounts credited and debited during the installment
\n period as provided herein. Prior to a Change in Control, if the Plan is
\n terminated with respect to less than all of its Participants, the
\n Company shall be required to pay such benefits in a lump sum. After a
\n Change in Control, the Company shall be required to pay such benefits in
\n a lump sum. The termination of the Plan shall not adversely affect any
\n Participant or Beneficiary who has become entitled to the payment of any
\n benefits under the Plan as of the date of termination; provided however,
\n that the Company shall have the right to accelerate installment payments
\n without a premium or prepayment penalty by paying the Account Balance in
\n a lump sum or pursuant to an Annual Installment Method using fewer
\n years.<\/p>\n
11.2 AMENDMENT. The Company may, at any time, amend or modify the Plan in
\n whole or in part by the action of its Board of Directors; provided,
\n however, that: (i) no amendment or modification shall be effective to
\n decrease or restrict the value of a Participant’s Account Balance in
\n existence at the time the amendment or modification is made, calculated
\n as if the Participant had experienced a Termination of Employment as of
\n the effective date of the amendment or modification or, if the amendment
\n or modification occurs after the date upon which the Participant was
\n eligible to Retire, the Participant had Retired as of the effective date
\n of the amendment or modification, (ii) no amendment or modification
\n shall be effective upon or after a Change in Control without the prior
\n written consent of a majority of the Participants, and (iii) no
\n amendment or modification of this Section 11.2 or Section 12.2 of the
\n Plan shall be effective. The amendment or modification of the Plan shall
\n not affect any Participant or Beneficiary who has become entitled to the
\n payment of benefits under the Plan as of the date of the amendment or
\n modification; provided, however, that the Employer shall have the right
\n to accelerate installment payments by paying the Account Balance in a
\n lump sum or pursuant to an Annual Installment Method using fewer years
\n (provided that the present value of all payments that will have been
\n received by a Participant at any given point of time under the different
\n payment schedule shall equal or exceed the present value of all payments
\n that would have been received at that point in time under the original
\n payment schedule).<\/p>\n
11.3 PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2 above,
\n if a Participant’s Plan Agreement contains benefits or limitations that
\n are not in this Plan document, the Company may only amend or terminate
\n such provisions with the consent of the Participant.<\/p>\n
11.4 EFFECT OF PAYMENT. The full payment of the applicable benefit under
\n Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
\n obligations to a Participant and his or her designated Beneficiaries
\n under this Plan and the Participant’s Plan Agreement shall terminate.<\/p>\n
ARTICLE 12
\n ADMINISTRATION<\/p>\n
12.1 COMMITTEE DUTIES. Except as otherwise provided in this Article 12, this
\n Plan shall be administered by a Committee, which shall consist of the
\n Board, or such committee as the Board shall appoint. Members of the
\n Committee may be Participants under this Plan. The Committee<\/p>\n
23<\/p>\n
shall also have the discretion and authority to (i) make, amend,
\n interpret, and enforce all appropriate rules and regulations for the
\n administration of this Plan and (ii) decide or resolve any and all
\n questions including interpretations of this Plan, as may arise in
\n connection with the Plan. Any individual serving on the Committee who is
\n a Participant shall not vote or act on any matter relating solely to
\n himself or herself. When making a determination or calculation, the
\n Committee shall be entitled to rely on information furnished by a
\n Participant, the Company or any Employer.<\/p>\n
12.2 ADMINISTRATION UPON CHANGE IN CONTROL. For purposes of this Plan, the
\n Company shall be the “Administrator” at all times prior to the
\n occurrence of a Change in Control. Upon and after the occurrence of a
\n Change in Control, the “Administrator” shall be an independent third
\n party selected by the Trustee and approved by the individual who,
\n immediately prior to such event, was the Company’s Chief Executive
\n Officer or, if not so identified, the Company’s highest ranking officer
\n (the “Ex-CEO”). The Administrator shall have the discretionary power to
\n determine all questions arising in connection with the administration of
\n the Plan and the interpretation of the Plan and Trust including, but not
\n limited to benefit entitlement determinations; provided, however, upon
\n and after the occurrence of a Change in Control, the Administrator shall
\n have no power to direct the investment of Plan or Trust assets or select
\n any investment manager or custodial firm for the Plan or Trust. Upon and
\n after the occurrence of a Change in Control, the Company must: (1) pay
\n all reasonable administrative expenses and fees of the Administrator;
\n (2) indemnify the Administrator against any costs, expenses and
\n liabilities including, without limitation, attorney’s fees and expenses
\n arising in connection with the performance of the Administrator
\n hereunder, except with respect to matters resulting from the gross
\n negligence or willful misconduct of the Administrator or its employees
\n or agents; and (3) supply full and timely information to the
\n Administrator or all matters relating to the Plan, the Trust, the
\n Participants and their Beneficiaries, the Account Balances of the
\n Participants, the date of circumstances of the Retirement, Disability,
\n death or Termination of Employment of the Participants, and such other
\n pertinent information as the Administrator may reasonably require. Upon
\n and after a Change in Control, the Administrator may be terminated (and
\n a replacement appointed) by the Trustee only with the approval of the
\n Ex-CEO. Upon and after a Change in Control, the Administrator may not be
\n terminated by the Company.<\/p>\n
12.3 AGENTS. In the administration of this Plan, the Committee and the
\n Administrator may, from time to time, employ agents and delegate to them
\n such of their respective administrative duties as they see fit
\n (including acting through a duly appointed representative) and may from
\n time to time consult with counsel who may be counsel to any Employer.<\/p>\n
12.4 BINDING EFFECT OF DECISIONS. The decision or action of the Administrator
\n with respect to any question arising out of or in connection with the
\n administration, interpretation and application of the Plan and the rules
\n and regulations promulgated hereunder shall be final and conclusive and
\n binding upon all persons having any interest in the Plan.<\/p>\n
24<\/p>\n
12.5 INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
\n the members of the Committee, and any Employee to whom the duties of the
\n Committee may be delegated, and the Administrator against any and all
\n claims, losses, damages, expenses or liabilities arising from any action
\n or failure to act with respect to this Plan, except in the case of
\n willful misconduct by the Committee, any of its members, any such
\n Employee or the Administrator.<\/p>\n
12.6 EMPLOYER INFORMATION. To enable the Committee and Administrator to
\n perform their respective functions, the Company and each Employer shall
\n supply full and timely information to the Committee or Administrator, as
\n the case may be, on all matters relating to the compensation of its
\n Participants, the date and circumstances of the Retirement, Disability,
\n death or Termination of Employment of its Participants, and such other
\n pertinent information as the Committee or Administrator may reasonably
\n require.<\/p>\n
ARTICLE 13
\n OTHER BENEFITS AND AGREEMENTS<\/p>\n
13.1 COORDINATION WITH OTHER BENEFITS. The benefits provided for a
\n Participant and Participant’s Beneficiary under the Plan are in addition
\n to any other benefits available to such Participant under any other plan
\n or program for employees of the Participant’s Employer. The Plan shall
\n supplement and shall not supersede, modify or amend any other such plan
\n or program except as may otherwise be expressly provided.<\/p>\n
ARTICLE 14
\n CLAIMS PROCEDURES<\/p>\n
14.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
\n Participant (such Participant or Beneficiary being referred to below as
\n a “Claimant”) may deliver to the Committee a written claim for a
\n determination with respect to the amounts distributable to such Claimant
\n from the Plan. If such a claim relates to the contents of a notice
\n received by the Claimant, the claim must be made within 60 days after
\n such notice was received by the Claimant. All other claims must be made
\n within 180 days of the date on which the event that caused the claim to
\n arise occurred. The claim must state with particularity the
\n determination desired by the Claimant.<\/p>\n
14.2 NOTIFICATION OF DECISION. The Committee shall consider a Claimant’s
\n claim within a reasonable time, and shall notify the Claimant in
\n writing:<\/p>\n
(a) that the Claimant’s requested determination has been made, and
\n that the claim has been allowed in full; or<\/p>\n
(b) that the Committee has reached a conclusion contrary, in whole or
\n in part, to the Claimant’s requested determination, and such
\n notice must set forth in a manner calculated to be understood by
\n the Claimant:<\/p>\n
25<\/p>\n
(i) the specific reason(s) for the denial of the claim, or any
\n part of it;<\/p>\n
(ii) specific reference(s) to pertinent provisions of the Plan
\n upon which such denial was based;<\/p>\n
(iii) a description of any additional material or information
\n necessary for the Claimant to perfect the claim, and an
\n explanation of why such material or information is
\n necessary; and<\/p>\n
(iv) an explanation of the claim review procedure set forth in
\n Section 14.3 below.<\/p>\n
14.3 REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from
\n the Committee that a claim has been denied, in whole or in part, a
\n Claimant (or the Claimant’s duly authorized representative) may file
\n with the Committee a written request for a review of the denial of the
\n claim. Thereafter, but not later than 30 days after the review procedure
\n began, the Claimant (or the Claimant’s duly authorized representative):<\/p>\n
(a) may review pertinent documents;<\/p>\n
(b) may submit written comments or other documents; and\/or<\/p>\n
(c) may request a hearing, which the Committee, in its sole
\n discretion, may grant.<\/p>\n
14.4 DECISION ON REVIEW. The Committee shall render its decision on review
\n promptly, and not later than 60 days after the filing of a written
\n request for review of the denial, unless a hearing is held or other
\n special circumstances require additional time, in which case the
\n Committee’s decision must be rendered within 120 days after such date.
\n Such decision must be written in a manner calculated to be understood by
\n the Claimant, and it must contain:<\/p>\n
(a) specific reasons for the decision;<\/p>\n
(b) specific reference(s) to the pertinent Plan provisions upon which
\n the decision was based; and<\/p>\n
(c) such other matters as the Committee deems relevant.<\/p>\n
14.5 LEGAL ACTION. A Claimant’s compliance with the foregoing provisions of
\n this Article 14 is a mandatory prerequisite to a Claimant’s right to
\n commence any legal action with respect to any claim for benefits under
\n this Plan.<\/p>\n
ARTICLE 15
\n TRUST<\/p>\n
15.1 ESTABLISHMENT OF THE TRUST. The Company may establish the Trust, and
\n each Employer may transfer over to the Trust such assets as the Employer
\n determines, in its sole discretion, to<\/p>\n
26<\/p>\n
provide for its respective future liabilities created with respect to
\n the Annual Deferral Amounts, Annual Company Contribution Amounts,
\n Company Matching Amounts, Annual Stock Option Amounts and Annual
\n Restricted Stock Amounts for such Employer’s Participants for all
\n periods prior to the transfer, as well as any debits and credits to the
\n Participants’ Account Balances for all periods prior to the transfer,
\n taking into consideration the value of the assets in the trust at the
\n time of the transfer.<\/p>\n
15.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
\n and the Plan Agreement shall govern the rights of a Participant to
\n receive distributions pursuant to the Plan. The provisions of the Trust
\n shall govern the rights of the Employers, Participants and the other
\n creditors of the Employers to the assets transferred to the Trust. Each
\n Employer shall at all times remain liable to carry out its obligations
\n under the Plan.<\/p>\n
15.3 DISTRIBUTIONS FROM THE TRUST. Each Employer’s obligations under the Plan
\n may be satisfied with Trust assets distributed pursuant to the terms of
\n the Trust, and any such distribution shall reduce the Employer’s
\n obligations under this Plan.<\/p>\n
15.4 STOCK TRANSFERRED TO THE TRUST. Notwithstanding any other provision of
\n this Plan or the Trust, if assets are distributed to a Participant in a
\n distribution which reduces the Participant’s Stock Option Account
\n balance or Restricted Stock Account balance under this Plan, such
\n distribution must be made in the form of Stock.<\/p>\n
ARTICLE 16
\n MISCELLANEOUS<\/p>\n
16.1 STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
\n within the meaning of Code Section 401(a) and that “is unfunded and is
\n maintained by an employer primarily for the purpose of providing
\n deferred compensation for a select group of management or highly
\n compensated employees” within the meaning of ERISA Sections 201(2),
\n 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
\n to the extent possible in a manner consistent with that intent.<\/p>\n
16.2 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
\n successors and assigns shall have no legal or equitable rights,
\n interests or claims in any property or assets of an Employer. For
\n purposes of the payment of benefits under this Plan, the Employer’s
\n assets shall be, and remain, neither pledged nor restricted under or as
\n a result of this Plan. An Employer’s obligation under the Plan shall be
\n merely that of an unfunded and unsecured promise to pay money in the
\n future.<\/p>\n
16.3 EMPLOYER’S LIABILITY. An Employer’s liability for the payment of
\n benefits shall be defined only by the Plan and the Plan Agreement, as
\n entered into between the Employer and a Participant. An Employer shall
\n have no obligation to a Participant under the Plan except as expressly
\n provided in the Plan and his or her Plan Agreement.<\/p>\n
27<\/p>\n
16.4 NONASSIGNABILITY. Neither a Participant nor any other person shall have
\n any right to commute, sell, assign, transfer, pledge, anticipate,
\n mortgage or otherwise encumber, transfer, hypothecate, alienate or
\n convey in advance of actual receipt, the amounts, if any, payable
\n hereunder, or any part thereof, which are, and all rights to which are
\n expressly declared to be, unassignable and non-transferable. No part of
\n the amounts payable shall, prior to actual payment, be subject to
\n seizure, attachment, garnishment or sequestration for the payment of any
\n debts, judgments, alimony or separate maintenance owed by a Participant
\n or any other person, be transferable by operation of law in the event of
\n a Participant’s or any other person’s bankruptcy or insolvency or be
\n transferable to a spouse as a result of a property settlement or
\n otherwise.<\/p>\n
16.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
\n shall not be deemed to constitute a contract of employment between any
\n Employer and the Participant. Such employment is hereby acknowledged to
\n be an “at will” employment relationship that can be terminated at any
\n time for any reason, or no reason, with or without cause, and with or
\n without notice, except to the extent expressly provided in a written
\n employment agreement, if any. Nothing in this Plan shall be deemed to
\n give a Participant the right to be retained in the service of any
\n Employer or to interfere with the right of any Employer to discipline or
\n discharge the Participant at any time.<\/p>\n
16.6 FURNISHING INFORMATION. A Participant or his or her Beneficiary, as a
\n condition to entitlement to benefits hereunder, shall cooperate with the
\n Committee by furnishing any and all information requested by the
\n Committee and take such other actions as may be requested in order to
\n facilitate the administration of the Plan and the payments of benefits
\n hereunder, including but not limited to taking such physical
\n examinations as the Committee may deem necessary.<\/p>\n
16.7 TERMS. Whenever any words are used herein in the masculine, they shall
\n be construed as though they were in the feminine in all cases where they
\n would so apply; and whenever any words are used herein in the singular
\n or in the plural, they shall be construed as though they were used in
\n the plural or the singular, as the case may be, in all cases where they
\n would so apply.<\/p>\n
16.8 CAPTIONS. The captions of the articles, sections and paragraphs of this
\n Plan are for convenience only and shall not control or affect the
\n meaning or construction of any of its provisions.<\/p>\n
16.9 GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
\n construed and interpreted according to the internal laws of the State of
\n California without regard to its conflicts of laws principles.<\/p>\n
16.10 NOTICE. Any notice or filing required or permitted to be given to the
\n Committee under this Plan shall be sufficient if in writing and
\n hand-delivered, or sent by registered or certified mail, to the address
\n below:<\/p>\n
28<\/p>\n
Vice President, Taxation
\n ————————————
\n Kaufman and Broad Home
\n Corporation, Inc.
\n ————————————
\n 10990 Wilshire Boulevard
\n ————————————
\n Los Angeles, California 90024
\n ————————————<\/p>\n
Such notice shall be deemed given as of the date of delivery or, if
\n delivery is made by mail, as of the date shown on the postmark on the
\n receipt for registration or certification.<\/p>\n
Any notice or filing required or permitted to be given to a Participant
\n under this Plan shall be sufficient if in writing and hand-delivered, or
\n sent by mail, to the last address of the Participant shown on the
\n records of the Company.<\/p>\n
16.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
\n benefit of the Participant’s Employer and its successors and assigns and
\n the Participant and the Participant’s designated Beneficiaries.<\/p>\n
16.12 SPOUSE’S INTEREST. The interest in the benefits hereunder of a spouse of
\n a Participant who has predeceased the Participant shall automatically
\n pass to the Participant and shall not be transferable by such spouse in
\n any manner, including but not limited to such spouse’s will, nor shall
\n such interest pass under the laws of intestate succession.<\/p>\n
16.13 VALIDITY. In case any provision of this Plan shall be illegal or invalid
\n for any reason, said illegality or invalidity shall not affect the
\n remaining parts hereof, but this Plan shall be construed and enforced as
\n if such illegal or invalid provision had never been inserted herein.<\/p>\n
16.14 INCOMPETENT. If the Committee determines in its discretion that a
\n benefit under this Plan is to be paid to a minor, a person declared
\n incompetent or to a person incapable of handling the disposition of that
\n person’s property, the Committee may direct payment of such benefit to
\n the guardian, legal representative or person having the care and custody
\n of such minor, incompetent or incapable person. The Committee may
\n require proof of minority, incompetence, incapacity or guardianship, as
\n it may deem appropriate prior to distribution of the benefit. Any
\n payment of a benefit shall be a payment for the account of the
\n Participant and the Participant’s Beneficiary, as the case may be, and
\n shall be a complete discharge of any liability under the Plan for such
\n payment amount.<\/p>\n
16.15 COURT ORDER. The Committee is authorized to cause the Company or any
\n Employer to make any payments directed by court order in any action in
\n which the Plan or the Committee has been named as a party. In addition,
\n if a court determines that a spouse or former spouse of a Participant
\n has an interest in the Participant’s benefits under the Plan in
\n connection with a property settlement or otherwise, the Committee, in
\n its sole discretion, shall have the right, notwithstanding any election
\n made by a Participant, to immediately cause the Company or any<\/p>\n
29<\/p>\n
Employer to distribute the spouse’s or former spouse’s interest in the
\n Participant’s benefits under the Plan to that spouse or former spouse.<\/p>\n
16.16 DISTRIBUTION IN THE EVENT OF TAXATION.<\/p>\n
(a) IN GENERAL. If, for any reason, all or any portion of a
\n Participant’s benefits under this Plan becomes taxable to the
\n Participant prior to receipt, a Participant may petition the
\n Committee before a Change in Control, or the trustee of the Trust
\n after a Change in Control, for a distribution of that portion of
\n his or her benefit that has become taxable. Upon the grant of
\n such a petition, which grant shall not be unreasonably withheld
\n (and, after a Change in Control, shall be granted), a
\n Participant’s Employer shall distribute to the Participant
\n immediately available funds in an amount equal to the taxable
\n portion of his or her benefit (which amount shall not exceed a
\n Participant’s unpaid Account Balance under the Plan). If the
\n petition is granted, the tax liability distribution shall be made
\n within 90 days of the date when the Participant’s petition is
\n granted. Such a distribution shall affect and reduce the benefits
\n to be paid under this Plan.<\/p>\n
(b) TRUST. If the Trust terminates in accordance with its terms and
\n benefits are distributed from the Trust to a Participant in
\n accordance with that Section, the Participant’s Account, and
\n accordingly the benefits under this Plan, shall be reduced to the
\n extent of such distributions.<\/p>\n
16.17 INSURANCE. The Employers, on their own behalf or on behalf of the
\n trustee of the Trust, and, in their sole discretion, may apply for and
\n procure insurance on the life of the Participants, in such amounts and
\n in such forms as the Trust may choose. The Employers or the trustee of
\n the Trust, as the case may be, shall be the sole owner and beneficiary
\n of any such insurance. The Participants shall have no interest
\n whatsoever in any such policy or policies, and at the request of the
\n Employers shall submit to medical examinations and supply such
\n information and execute such documents as may be required by the
\n insurance company or companies to whom the Employers have applied for
\n insurance.<\/p>\n
16.18 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and
\n each Employer is aware that upon the occurrence of a Change in Control,
\n the Board or the board of directors of a Participant’s Employer (which
\n might then be composed of new members) or a shareholder of the Company
\n or the Participant’s Employer, or of any successor corporation might
\n then cause or attempt to cause the Company, the Participant’s Employer
\n or such successor to refuse to comply with its obligations under the
\n Plan and might cause or attempt to cause the Company or the
\n Participant’s Employer to institute, or may institute, litigation
\n seeking to deny Participants the benefits intended under the Plan. In
\n these circumstances, the purpose of the Plan could be frustrated.
\n Accordingly, if, following a Change in Control, it should appear to any
\n Participant that the Company, the Participant’s Employer or any
\n successor corporation has failed to comply with any of its obligations
\n under the Plan or any agreement thereunder or, if the Company, such
\n Employer or any other person takes any action to declare the Plan void
\n or unenforceable or institutes any litigation or other legal action
\n designed to deny, diminish or to<\/p>\n
30<\/p>\n
recover from any Participant the benefits intended to be provided, then
\n the Company and the Participant’s Employer irrevocably authorize such
\n Participant to retain counsel of his or her choice at the expense of the
\n Company and the Participant’s Employer (who shall be jointly and
\n severally liable) to represent such Participant in connection with the
\n initiation or defense of any litigation or other legal action, whether
\n by or against the Company, the Participant’s Employer or any director,
\n officer, shareholder or other person affiliated with the Company, the
\n Participant’s Employer or any successor thereto in any jurisdiction.<\/p>\n
IN WITNESS WHEREOF, the Company has signed this Plan document as of
\n March 1, 2001.<\/p>\n
“Company”<\/p>\n
KB Home, a Delaware corporation<\/p>\n
By: \/s\/ Cory F. Cohen
\n —————————–<\/p>\n
Title: Vice President, Tax
\n ————————–<\/p>\n
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