Cox Radio, Inc. Savings Plus Restoration Plan, as amended and restated.


 Exhibit 10.1 
 COX RADIO, INC. 
 SAVINGS PLUS RESTORATION PLAN 






 COX RADIO, INC. 
 SAVINGS PLUS RESTORATION 
 PLAN 
 Cox Radio, Inc. (the “Plan Sponsor”) hereby adopts the Cox Radio, Inc. Savings Plus Restoration Plan effective as of January 1, 2005 (the
“Plan”), for the benefit of a select group of its employees and the employees of certain of its affiliates that participate herein in accordance with the following terms and conditions, and amends and restates the terms of the Plan as
originally adopted. The list of affiliates that participate in the Plan is attached hereto as Exhibit A, and shall be modified from time to time by the Plan Sponsor. The Plan Sponsor and the affiliates listed on Exhibit A hereafter shall be referred
to as the Employer. 
 ARTICLE I 
 PURPOSE OF PLAN 
 The purpose of the Plan shall be to provide supplemental tax-deferred savings to eligible employees of the
Employer and to their beneficiaries by allowing a select group of management-level employees to elect to defer through salary reduction arrangements a designated percentage of their compensation. In addition, the Plan Sponsor will credit
supplemental matching contributions up to certain maximum limits. The Plan is designed to allow participants to defer compensation through combination with the Cox Enterprises, Inc. Savings and Investment Plan (the “401(k) Plan”). The Plan
shall be administered at all times to ensure that it does not in operation violate the contingent benefits rule in Code Section 401(k)(4)(A). 
 For purposes of this Plan, all capitalized terms used herein shall have the same meaning as set forth in the 401(k) Plan, except as otherwise expressly indicated. 
 ARTICLE II 
 ELIGIBILITY AND PARTICIPATION 
  

	2.1	General Rule 

 Each Employee of the Employer who is
a Participant in the 401(k) Plan shall become an Eligible Employee for purposes of the Plan with respect to any Plan Year during which he or she is a Restricted Employee, provided such Employee makes an irrevocable election for the Plan Year to
contribute to the 401(k) plan at the six percent (6%) of Compensation maximum limit. 
  

	2.2	Notice of Eligibility 

 The Committee shall notify
each Employee of his or her status as an Eligible Employee and potential right to participate in the Plan. Employees who become eligible to participate in the Plan by reason of being a Restricted Employee will be notified in a reasonably practicable
period of time prior to becoming eligible. 







	2.3	Election to Participate 

 Each Eligible Employee who
wishes to participate in the Plan for the Plan Year must file an election by the end of the annual enrollment period, which shall be no later than December 31 of the year prior to the year in which the Compensation is earned. In accordance with
Section 409A of the Code, such election shall be applicable in the event an Eligible Employee becomes eligible to participate in a similar arrangement maintained by the Employer. Notwithstanding the foregoing, a newly Eligible Employee who is
not eligible to participate in a similar arrangement maintained by the Employer and who wishes to participate in the Plan for the Plan Year in which he or she becomes eligible must file an election within 30 days after he or she is notified that he
or she has been designated a Restricted Employee. If such election is not made on or before such date, the Employee shall be deemed to have elected not to participate in the Plan for the Plan Year. Notwithstanding the foregoing and if permissible
under applicable law, the Committee acting in its discretion may permit an Employee to make a single election to participate in each subsequent year until such time as Employee revokes the election; provided that such an election to revoke only will
be effective for the Plan Year following the Plan Year in which such election was made. 
  

	2.4	Participation by Committee Approval 

 The Committee
may, from time to time, approve certain individuals who are not Participants in the 401(k) Plan, to become Eligible Employees for purposes of the Plan. 
 ARTICLE III 
 EMPLOYEE SUPPLEMENTAL CONTRIBUTIONS 
  

	3.1	Employee Supplemental Contribution 

 Each Eligible
Employee may elect during the enrollment period described in Section 2.3 to make contributions through payroll deductions to the Plan (“Employee Supplemental Contributions”) in an amount equal to a percentage of his or her
Compensation, not to exceed fifteen percent (15%), reduced by the percentage contributed thereby to the 401(k) Plan. Employee Supplemental Contributions are irrevocable for the Plan Year and shall continue to be made for each Participant at the rate
elected until the close of the Plan Year. Each Eligible Employee who wishes to participate in the Plan for a subsequent Plan Year must file a new election in accordance with the provisions of Section 2.3. Notwithstanding the foregoing and if
permissible under the law, the Committee acting in its discretion may permit an Employee to make a single election to participate in each subsequent year until such time as Employee revokes the election; provided that such an election to revoke only
will be effective for the Plan Year following the Plan Year in which such election was made. For the purpose of this Plan, and notwithstanding any provisions in the 401(k) Plan to the contrary, the dollar limitation applied to the term Compensation
in the 401(k) Plan shall not be applicable hereunder. 
  

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	3.2	Allocation and Investment Return of Employee and Employer Supplemental Contributions 

 (a) Allocation 
 The
Employee Supplemental Contributions and Employer Supplemental Contributions, as defined below, of each Eligible Employee who elects to participate in the Plan pursuant to Section 2.3 (“Participant”) shall be credited to the
Participant’s Plan Accounts, as defined in Article V. 
 (b) Rate of Return 
 Each Participant shall be credited with a rate of return not less than 5 percent for any Plan Year on Employee Supplemental Contributions and Employer
Supplemental Contributions. The rate of return will be determined annually by the Plan Sponsor; provided, that the minimum rate of return for any Plan Year will be 5 percent. 
  

	3.3	Participant Elections 

 The elections described in
Section 3.1 shall be made under procedures and on forms established by the Committee. 
  

	3.4	Employee Supplemental Contributions for Participants Eligible by Committee Approval 

 Notwithstanding any provisions of the Plan to the contrary, each Employee who becomes an Eligible Employee by Committee approval in accordance with
Section 2.4 may elect during the enrollment period described in Section 2.3 to become a Participant under the Plan by electing to make Employee Supplemental Contributions in an amount equal to a percentage of his or her Compensation not to
exceed fifteen percent (15%), reduced by the percentage that would be contributed to the 401(k) Plan on his or her behalf as if such Employee were participating in the 401(k) Plan. 
  

	3.5	Bonus Deferral Program 

 Notwithstanding the 15%
Compensation limit contained in Sections 3.1 and 3.4, each Participant who is eligible to participate in the Bonus Deferral Program may elect to defer up to an additional 75% (in 5% increments) of his or her annual bonus under the Plan as an
Employee Supplemental Contribution. The election described in this Section 3.5 must be made during the enrollment period described in Section 2.3. Once made, such election may not be revoked. 
 ARTICLE IV 
 EMPLOYER SUPPLEMENTAL
CONTRIBUTIONS 
  

	4.1	Employer Supplemental Contribution 

 In each Plan
Year, the Employer will provide a credit with respect to each Participant in an amount equal to 50 percent of such Participant’s Employee Supplemental 

  

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Contributions for such Plan Year up to a maximum credit equal to the lesser of (a) an amount equal to 50 percent of 6 percent of his or her
Compensation, or (b) six thousand dollars ($6,000) (the “Employer Supplemental Contributions”). For Plan Years commencing on and after January 1, 2008, the maximum credit for Employer Supplemental Contributions shall be equal to
the lesser of (a) an amount equal to 50 percent of 6 percent of each Participant’s Compensation, or (b) an amount equal to one-half of the dollar limit in effect under Code §402(g) with respect to any such Plan Year.
Notwithstanding the foregoing, the maximum Employer Supplemental Contribution that otherwise may be credited to a Participant under this Plan shall be reduced by the Employer Contributions allocated to such Participant in the same Plan Year under
the 401(k) Plan. Further notwithstanding the foregoing, effective January 1, 2007, Employer Supplemental Contributions will be credited only with respect to amounts that are credited after the first anniversary of such Participant’s
Employment Commencement Date. 
  

	4.2	Participant Need Not Be Employed 

 The Employer
Supplemental Contributions credited by the Employer with respect to a Plan Year shall be credited to a Participant whether or not the Participant retires, dies or Separates From Service prior to the end of such Plan Year without subsequently being
rehired. The terms “Separates From Service,” Separation From Service” and “Separated From Service” shall have the meanings set forth under Code §409A and the guidance promulgated thereunder. 
  

	4.3	Employer Supplemental Contributions for Participants Eligible by Committee Approval 

 Notwithstanding any provisions of the Plan to the contrary, the Employer will provide a credit in accordance with Section 4.1 with respect to each
Employee who becomes an Eligible Employee by Committee approval in accordance with Section 2.4, reduced by the Employer Contribution which would be allocated to such Employee as if such Employee were participating in the 401(k) Plan.

 ARTICLE V 
 ACCOUNTS AND
CONTRIBUTIONS 
 The Employer shall establish and maintain the following separate bookkeeping accounts for each Participant to reflect all
amounts deferred or credited under this Plan: 
 (a) An Employee Supplemental Contribution Account for each Participant to which shall be
credited Employee Supplemental Contributions under Sections 3.1, 3.4 and 3.5. 
 (b) An Employer Supplemental Contribution Account for each
Participant to which shall be credited Employer Supplemental Contributions credited to such Participant under Sections 4.1 and 4.3. 
 For all purposes under
the Plan, the Employee Supplemental Contributions Account and the Employer Supplemental Contributions Account collectively shall be referred to as the Plan Accounts. 
  

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 All Employee Supplemental Contributions shall be credited to the Employee Supplemental Contribution
Account as soon as administratively practicable. All Employer Supplemental Contributions shall be credited to the Employer Supplemental Contribution Account only once a year, and on or before the last day of the first calendar quarter of the Plan
Year next following the Plan Year for which such Employer Supplemental Contributions are to be credited. 
 ARTICLE VI 
 BENEFICIARIES 
 Upon becoming a Participant in
the Plan, each Employee shall designate a primary Beneficiary and one or more secondary Beneficiaries. The procedure and administrative forms used to designate Beneficiaries shall be determined by the Committee. The Beneficiary of any unmarried
Participant who does not designate a Beneficiary under this Article VI shall be the same Beneficiary designated thereby under the 401(k) Plan. For purposes of this Article VI, in the case of a Participant (including a Former Participant) who is
married on the date of death, the Participant’s Beneficiary automatically shall be the Participant’s surviving spouse unless the Participant has elected under the Plan to have such benefit distributed to a Beneficiary other than the
Participant’s spouse. Such an election shall be effective only if the Participant’s spouse as of the date of death has consented in writing to the election, such consent is witnessed by a notary public and acknowledges the effect of the
election. Such spousal consent is not required if the Committee is satisfied that the Participant’s spouse cannot be located. 
 ARTICLE
VII 
 RETIREMENT BENEFITS 
 Upon
a Participant’s Separation From Service on or after the date he or she (i) has attained age 65 and has completed 5 or more years as a Covered Employee (as defined in the Cox Enterprises, Inc. Pension Plan) or (ii) has attained age 55
and has completed 10 or more Years of Vesting Service (as defined in the Cox Enterprises, Inc. Pension Plan), the Participant shall be entitled to receive a benefit equal in value to the sum of the amounts credited to the Participant’s Plan
Accounts as of the date such benefits are distributed. Such benefit shall be paid in the form of annual installments for a period of five (5) years commencing as soon as practicable after the date the Participant has Separated From Service, and
in no event later than the later of December 31 of the calendar year in which occurs the Participant’s Separation From Service or the 15th day of the third month following the Participant’s Separation From Service. 
 ARTICLE VIII 
 DEATH BENEFITS 
  

	8.1	Benefit Determination 

 Upon the death of a
Participant prior to retirement or Separation From Service, the designated Beneficiary of the deceased Participant shall be entitled to receive a benefit equal in value to the sum of the amount then credited to the Participant’s Plan Accounts
as of the date such benefits are distributed. Such benefit shall be paid to the Beneficiary in a lump sum payment. Upon the death of a Former Participant to whom payment of benefits has not been 

  

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completed, the Designated Beneficiary shall be entitled to receive the remainder of the benefit payments due to the Former Participant in the form and in the
amount selected by the Former Participant prior to death; if no such form had been selected by the Former Participant prior to death, any benefit amount payable shall be made in a lump sum payment. 
  

	8.2	Proof of Death 

 The Committee may require such
proof of death and such evidence of the right of any person to receive death benefit payments under the Plan as it may deem appropriate, and its determination shall be conclusive and binding. 
 ARTICLE IX 
 EMPLOYMENT TERMINATION BENEFITS 
 Upon a Participant’s Separation From Service prior to the date he or she (i) has attained age 65 and has completed 5 or more years as a Covered
Employee (as defined in the Cox Enterprises, Inc. Pension Plan) or (ii) has attained age 55 and has completed 10 or more Years of Vesting Service (as defined in the Cox Enterprises, Inc. Pension Plan), the Participant shall be entitled to
receive a benefit equal in value to the sum of the amount credited to the Participant’s Plan Accounts as of the date such benefits are distributed. Such benefit shall be paid in the form of a lump sum payment as soon as practicable after the
date the Participant has Separated From Service, and in no event later than the later of December 31 of the calendar year in which occurs the Participant’s Separation From Service or the 15th day of the third month following the
Participant’s Separation From Service. 
 ARTICLE X 
 PAYMENT OF BENEFITS 
  

	10.1	Timing of Payment 

 (a) General
Rule. A Participant who is entitled to receive a benefit pursuant to Article VII shall receive the total balance credited to such Participant’s Plan Accounts in the form of annual installments for a period of five (5) years payable as
soon as practicable after the date the Participant has Separated From Service. A Participant who is entitled to receive a benefit pursuant to Article IX shall receive the total balance credited to such Participant’s Plan Accounts in the form of
a lump sum payment payable as soon as practicable after the date the Participant has Separated From Service. 
 (b) Key
Employee. Notwithstanding Section 10.1(a) and 10.1(c) to the contrary, a Participant who is a Key Employee is not entitled to receive amounts credited to his or her Plan Accounts until six (6) months following his or her Separation
From Service. 
 (c) Cash-Out. Notwithstanding any provisions of the Plan to the contrary, if the total balance in a
Participant’s Plan Accounts at the time the Participant Separates From Service is $10,000 or less, then such balance shall be paid to the Participant in a lump sum payment as soon as practicable after the date the Participant Separates From


  

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Service, provided the payment accompanies the termination of the entirety of the Participant’s interest in the Plan and all similar arrangements in
accordance with Section 409A of the Code. Such payment will be made on or before the later of December 31 of the calendar year in which occurs the Participant’s Separation From Service or the 15th day of the third month following the
Participant’s Separation From Service. 
  

	10.2	Mode of Benefit Payment 

 The distribution of all
benefits under the Plan whenever paid, shall be made in cash. 
  

	10.3	Inability to Locate Benefit Recipient 

 If, after a
reasonable effort has been made, the Committee is unable to locate a Participant or Beneficiary entitled to receive a benefit provided for in the Plan, the Plan Sponsor shall follow procedures determined by the Committee, in its sole discretion.

  

	10.4	Claims Procedure 

 All claims shall be processed in
accordance with the claims procedure described in the Summary Plan Description for the Plan. 
 ARTICLE XI 
 IN-SERVICE WITHDRAWALS 
 In the event that a
Participant suffers an unforeseeable, immediate and heavy financial need which is beyond his or her control and that cannot reasonably be met from other sources, the Participant may request a withdrawal from his or her Plan Accounts in an amount not
to exceed that amount needed to meet the immediate and heavy financial need. The Participant must first submit a written withdrawal request to the Employer explaining the nature of the hardship and the amount required to meet the financial need. The
Participant will be required to certify that the need cannot be reasonably met from other sources. The determination of financial need and lack of availability of funds from other sources will be made by the Committee, in its sole discretion. No
withdrawal may be made under this Article XI for an amount less than $10,000 and no withdrawal can be made less than 12 months after the last previous withdrawal. 
 ARTICLE XII 
 INALIENABILITY OF BENEFITS 
 The right of any Participant or Beneficiary to any benefit provided under the Plan or to the property contained in any separate Plan Account shall not be
subject to voluntary or involuntary transfer, alienation or assignment, and (to the fullest extent permitted by law) shall not be subject to attachment, execution, garnishment, sequestration or other legal or equitable process. In the event a
Participant or Beneficiary who is receiving or is entitled to receive a benefit provided under the Plan attempts to assign, transfer or dispose of such right, or if an attempt is made to subject said right to such process, such assignment, transfer
or disposition shall be null and void. 
  

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 ARTICLE XIII 
 ADMINISTRATION AND FIDUCIARIES 
  

	13.1	General 

 The Employer shall have the sole
responsibility for crediting the contributions required under Articles IV and V. The Plan Sponsor shall have the sole responsibility for appointing the Committee. It is intended that the Plan Sponsor and the Committee shall be responsible only for
the proper exercise of their own powers, duties, responsibilities and obligations under the Plan and shall not be responsible for any act or failure to act of another. 
  


	13.2	Named Fiduciaries. 

 (a) General 

The following fiduciaries (referred to hereinafter individually as a “Named Fiduciary” and collectively as “Named Fiduciaries”)
shall be responsible for the control, management and administration of the Plan: 
  

	 	(1)	the Plan Sponsor; 

  

	 	(2)	the Board of Directors of the Plan Sponsor; 

  

	 	(3)	The Employer; and 

  

	 	(4)	the Committee. 

 Each Named Fiduciary shall have only such powers and
responsibilities as are expressed in the Plan, and any power or responsibility for the control, management or administration of the Plan which is not expressly allocated to any Named Fiduciary, or with respect to which an allocation is in doubt,
shall be deemed allocated to the Plan Sponsor. Each Named Fiduciary shall have no responsibility to inquire into the acts and omissions of any other Named Fiduciary in the exercise of powers or the discharge of responsibilities assigned to such
other Named Fiduciary under the Plan. 
 (b) Allocation of Responsibility 
 Any Named Fiduciaries may, by agreement among themselves, allocate any responsibility or duty assigned to a Named Fiduciary under this Plan, to one or
more other Named Fiduciaries, provided, that any agreement respecting such allocation shall be in writing and shall be filed by the Committee with the records of the Plan. No such agreement shall be effective as to any Named Fiduciary which is not a
party to such agreement until such Named Fiduciary has so consented in writing filed with the Committee. Any Named Fiduciary may, by written instrument filed by the Committee with the records of the Plan, designate a person who is not a Named
Fiduciary to carry out any of its responsibilities under the Plan, provided, that no such designation shall be effective as to any other Named Fiduciary until such other Named Fiduciary has received written notice of such designation. 
  

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 (c) Employees of Fiduciaries 
 Any Named Fiduciary, or a person designated by a Named Fiduciary to perform any responsibility of a Named Fiduciary pursuant to the procedure described in
the preceding paragraph, may employ one or more persons to render advice with respect to any responsibility such Named Fiduciary has under the Plan or such person has by virtue of such designation. 
 (d) Multiple Roles 
 Any person may
serve in more than one fiduciary capacity with respect to the Plan, and any person who is a fiduciary may be a Participant if he or she otherwise satisfies the applicable Plan requirements to be a Participant. 
  

	13.3	The Committee 

 (a) Administration of the
Plan. 
 The Plan Sponsor shall administer the Plan through the Committee, which shall have all powers necessary to administer the Plan;
to construe and interpret the Plan documents; to decide all questions relating to an individual’s eligibility to participate in the Plan; to determine the amount, manner and time of any distribution of benefits or withdrawal under the Plan; to
resolve any claim for benefits; and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan. Any construction, interpretation or application of the Plan by
the Committee shall be final, conclusive and binding. 
 (b) Records and Reports 
 The Committee shall be responsible for maintaining sufficient records deemed necessary to allow it to administer the Plan. 
 (c) Allocation of Duties and Responsibilities 
 The Committee may by written instrument designate other persons to carry out any of its duties and responsibilities under the Plan. Any such duties or responsibilities thus allocated must be described in the written instrument. If a person
other than an Employee of the Employer is so designated, such person must acknowledge in writing his or her acceptance of the duties and responsibilities allocated to him or her. The Employer shall pay all expenses authorized and incurred by the
Committee in the administration of the Plan. 
 (d) Liabilities 
 The Committee shall be indemnified and held harmless by the Plan Sponsor with respect to any liability, assessment, loss, expense or other cost, of any
kind or description whatsoever, including legal fees and expenses, actually incurred by a member of the Committee on account of any alleged breach of responsibilities performed or to be performed hereunder or any action or proceeding, actual or
threatened, which arises as a result of being a member of the Committee, provided such action or allegation does not arise as a result of the member’s own gross negligence, willful misconduct or lack of good faith. 
  

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 ARTICLE XIV 
 FUNDING 
 The Employer’s obligations under this Plan shall be general obligations of the Employer and
shall not be secured in any manner. No asset of the Employer shall be placed in trust or in escrow or otherwise physically or legally segregated for the benefit of any Participant or his or her spouse or beneficiaries and the eventual payment of
benefits under this Plan shall not be secured by the issuance of any negotiable instrument or other evidence of indebtedness of the Employer. No Participant, beneficiary or other person shall be deemed to have any property interest, legal or
equitable, in any specific assets of the Employer as a result of the benefits provided by this Plan. To the extent that any person acquires any right to receive payments under this Plan, that right shall be no greater than, nor shall it have any
preference or priority over, the rights of any unsecured general creditor of the Employer. In no event shall any of the directors, officers or employees of the Employer or an Affiliate be liable in their individual capacities to any person
whomsoever for the payment of benefits under the Plan. 
 ARTICLE XV 
 AMENDMENT OF THE PLAN 
 The Plan Sponsor shall have the right at any time, and from
time to time, to amend, in whole or in part, any or all of the provisions of this Plan by formal action of the Board, or a committee thereof, in accordance with state law either at a regularly scheduled meeting of the Board, or a committee thereof,
or by written consent. Any written amendment to the Plan under this Article XV shall be executed by the Plan Sponsor on behalf of the Employer. 
 ARTICLE XVI 
 TERMINATION OF PLAN AND 
 DISCONTINUANCE OF CONTRIBUTIONS 
 The Plan Sponsor shall have the right, at any time, to terminate or
partially terminate the Plan by formal action of the Board, or a committee thereof, in accordance with state law either at a regularly scheduled meeting of the Board, or a committee thereof, or by written consent. The Plan Sponsor shall distribute
to all affected Participants amounts in the Plan Account of each such Participant at the time of distribution in such manner as the Plan Sponsor shall determine in accordance with all applicable law. Notwithstanding the foregoing, the Plan Sponsor
may, in its sole discretion, delay the distribution of amounts in the Plan Accounts in order to comply with Code § 409A. 
  

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 ARTICLE XVII 
 MISCELLANEOUS 
  

	17.1	Participants’ Rights 

 Except as may be
otherwise specifically provided by law, neither the establishment of the Plan nor any modification thereof, nor the creation of any Plan Account, nor the payment of any benefit, shall be construed to give to any Participant or to any other person a
legal or equitable right against the Plan Sponsor, the Employer, any director, officer or employee thereof or the Committee. Under no circumstances shall the terms of employment of any Employee be deemed to have been modified or in any way affected
by the establishment of the Plan, and nothing contained in this Plan document or any related document shall require the Employer to retain any Employee in its service. 
  


	17.2	Claims 

 Any payment to a Participant or Beneficiary
or to their legal representative, or heirs-at-law, made in accordance with the provisions of this Plan shall to the extent thereof be in full satisfaction of all claims hereunder against the Plan Sponsor, the Committee and the Employer, any of whom
may require such person, his or her legal representative or heirs-at-law, as a condition precedent to such payment, to execute a receipt and release therefor in such form as shall be determined by the Plan Sponsor, the Committee or the Employer as
the case may be. 
  

	17.3	Agent for Service of Process 

 The agent for service
of process for the Plan shall be the person currently listed in the records of the Secretary of State of Georgia as the agent for service of process for the Plan Sponsor. 
  

	17.4	Construction of Agreement 

 To the extent not
preempted by federal law, the Plan shall be construed in accordance with the laws of the State of Georgia. 
  

	17.5	Savings Clause 

 In the event that any one or more
of the terms, conditions, or provisions, or any part thereof, contained in this Plan, or the application thereof to any person or circumstance, shall for any reason, in any respect, or to any extent be held to be invalid, illegal, or unenforceable
by any court or governmental agency of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remainder of such term, condition, or provision, nor any other provision of this Plan, nor the application of such
term, condition, or provision to persons or circumstances other than those as to which it is held invalid, illegal, or unenforceable, and this Plan shall be construed as if such invalid, illegal, or unenforceable term, condition, or provision had
never been contained herein, and each term, condition, or provision hereof shall be valid and enforced to the fullest extent permitted by law. 
  

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	17.6	Headings 

 Headings of articles, sections and
paragraphs of the Plan have been inserted for convenience of reference and constitute no part of the Plan. 
  

	17.7	Tax Consequences 

 The Plan is intended to postpone
the application of income taxes on amounts credited to the Plan Accounts. However, notwithstanding anything to the contrary, the Employer makes no representation regarding the tax consequences of participation in this Plan. Amounts contributed to or
paid from the Plan may be subject to income, payroll or other taxes and the Employer may withhold taxes from any payment, as required under federal, state and local laws. 
  

	17.8	Entire Plan 

 This Plan contains the entire
understanding and undertaking of the Plan Sponsor and its Affiliates with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous undertakings, agreements, understandings, inducements or conditions, whether express
or implied, oral or written, except as herein contained. This Plan may not be modified or amended other than by a written document adopted or executed pursuant to the terms hereof. 
  

	17.9	Plan Binding on All Parties 

 This Plan shall be
binding upon the parties hereto, their successors and assigns, and upon all Participants and their Beneficiaries, heirs, executors, administrators and assigns. 
  

	17.10	Effective Date 

 It is the intention of the Employer
that the Plan shall comply with any requirements of Title I of ERISA applicable to the Plan, and the terms of the Plan shall be interpreted and administered so as to accomplish that result. The Plan shall be placed into effect as of January 1,
2005. 
  

	17.11	Compliance with Code Section 409A. 

 This Plan
is intended to comply with the requirements of Code Section 409A and regulations and other guidance thereunder. The Management Committee shall interpret the Plan provisions in a manner consistent with the requirements of Code Section 409A
and regulations and other guidance thereunder. 
  

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