exv10w3







	 	 	 	 	 



EXHIBIT 10.3









LITTELFUSE, INC. SUPPLEMENTAL

RETIREMENT AND SAVINGS PLAN




ADOPTION AGREEMENT



(For use with the Basic Plan Document)




Effective January 1, 2010





 












 





LITTELFUSE, INC. SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN

ADOPTION AGREEMENT




          The undersigned Littelfuse, Inc. (“Employer”) by execution of this Adoption Agreement hereby
establishes the Littelfuse, Inc. Supplemental Retirement and Savings Plan (“Plan”) consisting of
the Nonqualified Deferred Compensation Plan Basic Plan Document (“Basic Plan Document”), this
Littelfuse, Inc. Supplemental Retirement and Savings Plan Adoption Agreement (“Adoption Agreement”)
and all other Exhibits and documents to which they refer. The Employer makes the following
elections concerning this Plan. All capitalized terms used in the Adoption Agreement have the same
meaning given in the Basic Plan Document. References to “Section” followed by a number in this
Adoption Agreement are references to the Basic Plan Document.




PREAMBLE



ERISA/Code Plan Type: The Employer establishes this Plan as (choose one of (a) or (b)):





	þ	 	(a) Nonqualified Deferred Compensation Plan. An unfunded nonqualified deferred compensation
plan which is (choose only one of (i), (ii), (iii) or (iv)):






	 	o	 	(i) Excess benefit plan. An “excess benefit plan” under ERISA §3(36) and exempt
from Title I of ERISA.
	 
	 	þ	 	(ii) Top-hat plan. A “SERP” or other plan primarily for a “select group of
management or highly compensated employees” under ERISA and partially exempt from
Title I of ERISA.
	 
	 	o	 	(iii) Contractors only. A plan benefiting only Contractors (non-Employees) and
exempt from Title I of ERISA.
	 
	 	o	 	(iv) Church plan. A church plan as described in Code §414(e) and ERISA §3(33) and
maintained by a church or church controlled organization under Code §3121(w)(3).






	o	 	(b) Ineligible 457 Plan. An ineligible 457 Plan subject to Code §457(f). The Employer is
(choose only one of (i), (ii) or (iii)):






	 	o	 	(i) Governmental Plan. A State.
	 
	 	o	 	(ii) Tax-Exempt Plan. A Tax-Exempt Organization. The Plan is intended to be a
“top-hat” plan or an excess benefit plan as described in (a)(ii) and (a)(ii) above
or the Plan benefits only Contractors.
	 
	 	o	 	(iii) Church plan. A church plan as described in Code §414(e) and ERISA §3(33) but
which is not maintained by a church or church controlled organization under Code
§3121(w)(3).




Note: If the Employer elects (a)(i), the Plan benefits only Employees. If the Employer elects
(a)(ii), the Plan generally may not benefit Contractors based on the “primarily” requirement. If
the Employer elects (a)(iii), the Plan benefits only Contractors. If the Employer elects (a)(iv),
(b)(i), or (b)(iii) the Plan may benefit Employees and Contractors. If the Employer elects
(b)(ii), the plan is either a top-hat plan, an excess benefit plan or benefits only Contractors.



409A Plan Type: The Employer establishes this Plan (choose one of (a) or (b)):





	þ	 	(a) Account Balance Plan. As the following type(s) of Account Balance Plan(s) under Section
1.02 (choose one of (i), (ii) or (iii)):







2









 












	 	o	 	(i) Elective Deferral Account Balance Plan. See Section 2.02.
	 
	 	o	 	(ii) Employer Contribution Account Balance Plan. See Sections 2.03 and 2.04.
	 
	 	þ	 	(iii) Both. Both an Elective Deferral Account Balance Plan and an Employer
Contribution Account Balance Plan.




Note: For purposes of aggregation under Section 1.05, a Separation Pay Plan based only on Voluntary
Separation from Service is treated as an Account Balance Plan. Nevertheless, if the Employer
maintains this Plan as any type of Separation Pay Plan, the Employer should elect (b) below.





	o	 	(b) Separation Pay Plan. As the following type(s) of Separation Pay Plan(s) under Section
1.42 (choose one of (i) through (iv)):






	 	o	 	(i) Involuntary Separation.
	 
	 	o	 	(ii) Window Program.
	 
	 	o	 	(iii) Voluntary Separation.
	 
	 	o	 	(iv) Combination:      
         
         
          
         
           
        (specify)




Note: Under a Separation Pay Plan, the Employer must limit its payment election to Separation from
Service or death. Electing death as a separate payment event would permit a different payment
election for death versus any other Separation from Service. Separation from Service may also
result from Disability.



Uniformity or Nonuniformity: The nonuniformity provisions described in the Preamble to the Basic
Plan Document (choose one of 

(a) or (b)):





	o	 	(a) Do not apply. All Adoption Agreement elections and Plan provisions apply to all
Participants.
	 
	þ	 	(b) Apply. See Exhibit A to the Adoption Agreement.





ARTICLE I

DEFINITIONS




          1.11 Change in Control. Change in Control means (choose (a) or choose one of (b), (c) or
(d)):





	o	 	(a) Not applicable. Change in Control does not apply for purposes of this Plan.
	 
	þ	 	(b) All events. Change in Control means all events under Section 1.11.
	 
	o	 	(c) Limited events. Change in Control means only the following events under Section 1.11
(choose one or two of (i), (ii) and (iii)):






	 	o	 	(i) Change in ownership of the Employer.
	 
	 	o	 	(ii) Change in the effective control of the Employer.
	 
	 	o	 	(iii) Change in the ownership of a substantial portion of the Employer’s assets.






	o	 	(d) (Specify):        
           
          
           
          
          
         
          
         
          
   .






3









 






Note: The Employer may not use the blank in (d) to specify events not described in Treas. Reg.
§1.409A-3(i)(5). However, the Employer may increase the percentages required to trigger a Change
in Control under one or all three of the listed events.




          1.15 Compensation. The Employer makes the following modifications to the “gross W-2”
definition of Compensation (choose (a) or at least one of (b) — (e)):





	o	 	(a) No modifications.
	 
	o	 	(b) Net Compensation. Exclude all elective deferrals to other plans of the Employer
described in Section 1.15.
	 
	o	 	(c) Base Salary only. Exclude all Compensation other than Base Salary.
	 
	o	 	(d) Bonus only. Exclude all Compensation other than Bonus.
	 
	þ	 	(e) (Specify): “Compensation” shall have the same meaning as under the
Littelfuse, Inc. 401(k) Retirement and Savings Plan, notwithstanding any annual
limitation prescribed by Section 401(a)(17) of the Internal Revenue Code, as
amended.





Note: See Section 1.15(B) as to Contractor Compensation.




          1.17 Disability. Disability means (choose one of (a) or (b)):





	o	 	(a) All impairments. All impairments constituting Disability.
	 
	þ	 	(b) Limited. Only the following impairments constituting Disability: an impairment that
has been determined to qualify as a Disability under the Littelfuse, Inc. 401(k) Retirement
and Savings Plan.





          1.20 Effective Date. The effective date of the Plan is (choose one of (a) or (b)):





	þ	 	(a) New Plan. This Plan is a new Plan and is effective January 1, 2010.




Note: The effective date should be no earlier than January 1, 2008.





	o	 	(b) Restated Plan. This Plan is a restated Plan and is restated effective as of January 1,
2008. The Plan is restated to comply with Code §409A. The Plan was originally effective
       
       
       
         
         
        
         
    .




Note: If the Plan (whether or not in written form) was in effect before January 1, 2008, the Plan
is a restated Plan.




          1.38 Plan Name. The name of the Plan as adopted by the Employer is: Littelfuse, Inc.
Supplemental Retirement and Savings Plan.




          1.39 Retirement Age. A Participant’s Retirement Age under the Plan is (choose only one of
(a)-(d)):





	o	 	(a) Not applicable. Retirement Age does not apply for purposes of this Plan.
	 
	þ	 	(b) Age. The Participant’s attainment of age: 65.
	 
	o	 	(c) Age and service. The Participant’s attainment of age                      with                      Years of Service
(defined under 1.57) with the Employer.







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	o	 	(d) (Specify):       
          
        
         
        
         
         
        
         
        
         
       .





          1.40 Separation from Service. In determining whether a Participant has incurred a Separation
from Service under the Plan (choose one or both or (a) and (b)):





	o	 	(a) Determination of “Employer.” In determining the “Employer” under Section 1.40(E) and
Code §§414(b) and (c), apply the following percentage:                      (specify percentage).




Note: The specified percentage may not be more than 80% and may not be less than 20%. If the
percentage is less than 50%, there must be legitimate business criteria.





	o	 	(b) Collectively Bargained Multiple Employer Plan. Under Section 1.40(H), the following
reasonable definition of Separation from Service applies:      
          
      (specify).





          1.44 Specified Employees-Elections. The Employer makes the following elections relating to
the determination of Specified Employees (choose (a) or choose one or more of (b)-(e)):





	o	 	(a) Not applicable. The Employer does not have any Specified Employees or none which
benefit under the Plan.
	 
	o	 	(b) Alternative Code §415 Compensation. The Employer elects the following alternative
definition of Code §415 Compensation:     
          
         
          
         
          
         (specify).
	 
	o	 	(c) Alternative Specified Employee identification date. The Employer elects the following
alternative Specified Employee identification date:                                          (specify).
	 
	o	 	(d) Alternative Specified Employee effective date. The Employer elects the following
alternative Specified Employee effective date:   
         
          
           
         (specify).
	 
	o	 	(e) Other elections. The Employer makes the following other elections relating to Specified
Employees:       
         
      (specify).




Note: See Treas. Reg. 1.409A-1(i)(8) as to uniformity requirements affecting the above Specified
Employee elections.




          1.51 Unforeseeable Emergency. Unforeseeable Emergency means (choose (a) or choose one of (b)
or (c)):





	o	 	(a) Not applicable. Unforeseeable Emergency does not apply for purposes of this Plan.
	 
	þ	 	(b) All events. All events constituting Unforeseeable Emergency.
	 
	o	 	(c) Limited. Only the following events constituting Unforeseeable Emergency:
       
        
       
         
          
            
           
            
    .





          1.56 Wraparound Election. The Plan (choose one of (a) or (b)) :





	o	 	(a) Permits. Permits Participants who participate in a 401(k) plan of the Employer to make
Wraparound Elections.






	þ	 	(b) Not permitted. Does not permit Wraparound Elections (or the Employer does not maintain
a 401(k) plan covering any Participants).







5









 







          1.57 Year of Service. The following apply in determining credit for a Year of Service under
the Plan (choose (a) or choose one or more of (b) — (e)):





	o	 	(a) Not applicable. Year of Service does not apply for purposes of this Plan.
	 
	o	 	(b) Year of continuous service. To receive credit for one Year of Service, the Participant
must remain in continuous employment with the Employer (or render contract service to the
Employer) for the Participant’s entire Taxable Year.
	 
	o	 	(c) Service on any day. To receive credit for one Year of Service, the Participant only
need be employed by the Employer (or render contract service to the Employer) on any day of
the Participant’s Taxable Year.
	 
	þ	 	(d) Pre-Plan service. The Employer will treat service before the Plan’s Effective Date for
determining Years of Service as follows (choose one of (i) or (ii)):






	 	o	 	(i) Include.
	 
	 	þ	 	(ii) Disregard.






	o	 	(e) (Specify):     
         
        
         
         
        
         
        
         
        
         
          .





ARTICLE II

PARTICIPATION




          2.01 Participant Designation. The Employer designates the following Employees or Contractors
as Participants in the Plan (choose one of (a), (b) or (c)):





	o	 	(a) All top-hat Employees. All Employees whom the Employer from time to time designates in
writing as part of a select group of management or highly compensated employees.
	 
	o	 	(b) All Employees with maximum qualified plan additions or benefits. All Employees who have
reached or will reach their limit under Code §§415(b) or (c) in the Employer’s qualified
plan for the Taxable Year or for the 415 limitation year ending in the Taxable Year.
	 
	þ	 	(c) Specified Employees/Contractors by name, job title or classification: Effective each
January 1, those management Employees with base salaries equal to or greater than $125,000
per year, as modified from time to time by the Employer’s Retirement Plan Committee (or, if
none, the Board of Directors of the Employer).




Note: An Employer might elect (c) and reference Exhibit B to maintain confidentiality within the
workforce as to the identity of some or all Participants.




          2.02 Elective Deferrals. Elective Deferrals by Participants are (choose one of (a), (b) or
(c)):





	þ	 	(a) Permitted. Participants may make Elective Deferrals.
	 
	o	 	(b) Not permitted. Participants may not make Elective Deferrals.
	 
	o	 	(c) Frozen Elective Deferrals. The Plan does not
permit Elective Deferrals as of:                                                             .






6









 





          2.02(A) Amount limitation/conditions. A Participant’s Elective Deferrals for a Taxable Year
are subject to the following amount limitation(s) or other conditions (choose (a) or choose at
least one of (b) — (d)):





	o	 	(a) No limitation.
	 
	o	 	(b) Maximum Elective Deferral amount:    
       .
	 
	o	 	(c) Minimum Elective Deferral amount:     
       .
	 
	þ	 	(d) (Specify): Minimum Elective Deferral amount of 1% of Compensation and maximum
Elective Deferral amount of 90% of Compensation or such lower amount as to any particular
type of Compensation as designated by the Employer on the annual election form.





          2.02(B) Election timing. A Participant must provide the Elective Deferral election under
Section 2.02 to the Employer (choose one of
(a) or (b)):





	þ	 	(a) By the deadline. No later than the applicable election deadline under Section 2.02(B).
	 
	o	 	(b) Specified date. No later than                      days before the applicable election
deadline under Section 2.02(B).





          2.02(B)(6) Final payroll period. The Plan treats final payroll period Compensation under
Section 2.02(B)(6) as (choose one of (a) or (b)):





	þ	 	(a) Current Year. As Compensation for the current Taxable Year in which the payroll period
commenced.
	 
	o	 	(b) Subsequent Year. As Compensation for the subsequent Taxable Year in which the Employer
pays the Compensation.





          2.02(C) Election changes/Irrevocability. A Participant who makes an Elective Deferral
election before the applicable deadline under Section 2.02(B) (choose one of (a) or (b)):





	þ	 	(a) May change. May change the election until the applicable election deadline.
	 
	o	 	(b) May not change. May not change the election as to the first Taxable Year to which the
election applies.




Note: A payment election under Section 4.02(A) or (B) is a separate election which is not
controlled by this Section 2.02(C). See 

Section 4.06(B).




          2.02(D) Election duration. A Participant’s Elective Deferral election (choose one of (a) or
(b)):





	þ	 	(a) Taxable Year only. Applies only to the Participant’s Compensation for the Taxable Year
for which the Participant makes the election.
	 
	o	 	(b) Continuing. Applies to the Participant’s Compensation for all Taxable Years, commencing
with the Taxable Year for which the Participant makes the election, unless the Participant
makes a new election or revokes or modifies an existing election.





          2.03 Nonelective Contributions. During each Taxable Year the Employer will contribute a
Nonelective Contribution for each Participant equal to (choose (a) or (f) or choose one or more of
(b) — (e)):





7









 









	o	 	(a) None. The Employer will not make Nonelective Contributions to the Plan.
	 
	o	 	(b) Fixed percentage.    
          
        % of the Participant’s Compensation.
	 
	o	 	(c) Fixed dollar amount. $   
          
        per Participant.
	 
	þ	 	(d) Discretionary. Such Nonelective Contributions (or additional Nonelective Contributions)
as the Employer may elect, including zero.
	 
	þ	 	(e) (Specify): 60 Point Group Contribution. For each calendar year, the Employer shall
make a Nonelective Contribution to the Account of each of those Participants who are “60
Point Group” participants under the Littelfuse, Inc. 401(k) Retirement and Savings Plan (the
“401(k) Plan”) (as defined therein) equal to 5% of that portion of the Participant’s
Compensation in excess of the annual compensation limit under Section 401(a)(17) of the
Internal Revenue Code, as amended, for such calendar year. In all events, the sum of the
Nonelective Contribution made to a Participant under this Plan, if any, and the “60 Point
Group” nonelective contribution made to a Participant under the 401(k) Plan for a calendar
year shall not exceed 5% of the Participant’s total Compensation for the calendar year.
	 
	o	 	(f) Frozen Nonelective Contributions. The Employer will not make any Nonelective
Contributions as of:      
         
        
         
          
           
        .





          2.04 Matching Contributions. During each Taxable Year, the Employer will contribute a
Matching Contribution equal to (choose (a) or (i) or choose one or more of (b) — (h)):





	o	 	(a) None. The Employer will not make Matching Contributions to the Plan.
	 
	o	 	(b) Fixed match-flat. An amount equal to       of each Participant’s Elective
Deferrals for each Taxable Year.
	 
	o	 	(c) Fixed match-tiered. An amount equal to the following percentages for each specified
level of a Participant’s Elective Deferrals or Years of Service for each Taxable Year:





	 	 	 	 	 	 	 	 	 
	 

	 	Elective Deferrals
	 	 	 	Matching Percentage
	 	 
	 

	 	 	 	 	 	%	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	%	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	%	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	%	 	 
	 

	 	 	 	 	 	 	 	 
	
Note: Specify Elective Deferrals subject to match as a percentage of Compensation or a dollar
amount.



	 
	 

	 	Years of Service
	 	 	 	Matching Percentage
	 	 
	 

	 	 	 	 	 	%	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	%	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	%	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	%	 	 
	 

	 	 	 	 	 	 	 	 






	o	 	(d) No other caps. The Employer in applying the Matching Contribution formula under 2.04(b)
or (c) above will not limit the Participant’s Elective Deferrals taken into account (except
as indicated above) and otherwise will not limit the amount of the match.
	 
	o	 	(e) Limit on Elective Deferrals matched. The Employer in making Matching Contributions will
disregard a Participant’s Elective Deferrals exceeding % (specify percentage or
dollar amount of Compensation) for the Taxable Year.







8









 








	o	 	(f) Limit on matching amount. The Matching Contribution for any Participant for a Taxable
Year may not exceed:      
         
        
         
        
        
         
     (specify percentage or dollar amount of
Compensation).
	 
	þ	 	(g) Discretionary. Such Matching Contributions as the Employer may elect, including zero.
	 
	þ	 	(h) (Specify): Safe Harbor Enhanced Matching Contribution. For each calendar year, the
Employer shall make a Matching Contribution to the Account of each of those Participants who
are participants in the Littelfuse, Inc. 401(k) Retirement and Savings Plan (the “401(k)
Plan”) equal to 100% of the first 4% of the Participant’s Compensation in excess of the
annual compensation limit under Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended, for such calendar year, that is deferred by the Participant to this Plan. In all
events, the sum of the Participant Safe Harbor Enhanced Matching Contribution under this
Plan, if any, and the “ADP Safe Harbor Enhanced Matching Contribution” under the 401(k) Plan
for a calendar year shall not exceed 4% of the Participant’s total Compensation for the
calendar year.
	 
	o	 	(i) Frozen Matching Contributions. The Employer will not make any Matching Contributions as
of:        
        
       
        
        
       
        
        
         
        
      
        
         
          
         .





          2.05 Actual or Notional Contribution. The Employer’s Contributions will be (choose one of (a)
or (b) and choose (c) as applicable):





	o	 	(a) Actual. Made in cash or property to Participant Accounts or to the Trust.
	 
	þ	 	(b) Notional. Credited to Participant Accounts only as a bookkeeping entry.
	 
	o	 	(c) (Specify):     
          
       
         
         
        
          
        
         
        
         
         .





          2.06 Allocation Conditions. To receive an allocation of Employer Contributions, a Participant
must satisfy the following conditions during the Taxable Year (choose (a) or choose one or both of
(b) and (c)):





	o	 	(a) No allocation conditions.
	 
	þ	 	(b) Year of continuous service. The Participant must remain in continuous employment with
the Employer (or render contract service to the Employer) for the entire Taxable Year.
	 
	o	 	(c) (Specify):      
          
         
           
         
          
         
          
         
          
        .





ARTICLE III

VESTING AND SUBSTANTIAL RISK OF FORFEITURE




          3.01 Vesting Schedule/Other Substantial Risk of Forfeiture. The following vesting schedule or
other Substantial Risk of Forfeiture applies to a Participant’s Accrued Benefit (choose (a) or
choose one or more of (b) — (f)):





	o	 	(a) Not applicable. The Plan does not apply a vesting schedule or other Substantial Risk of
Forfeiture.
	 
	þ	 	(b) Immediate vesting. 100% Vested at all times with respect to the entire Accrued Benefit.
	 
	o	 	(c) Immediate vesting (Elective Deferrals)/vesting schedule (Employer Contributions). A
Participant’s Elective Deferral Account is 100% Vested at all times. A Participant’s
Nonelective Contributions Account and Matching Contributions Account is subject to the
following vesting schedule:







9











 






	 	 	 	 	 	 	 	 	 
	 	 	Years of Service	 	 	 	Vesting %	 	 
	 

	 	 	or less	 	 	0% 	 	 
	  

	 	 

	 	 
	 	 

% 
	 	 
	  

	 	 

	 	 
	 	 

 
	 	 
	  

	 	 

	 	 
	 	 

 
	 	 
	  

	 	 

	 	 
	 	 

% 
	 	 
	  

	 	 

	 	 
	 	 

% 
	 	 
	  

	 	 

	 or more	 	 	 

100%
	 	 
	 

	 	 

	 	 
	 	 

	 	 







	o	 	(d)     Vesting schedule — entire Accrued Benefit. The Participant’s entire Accrued Benefit is
subject to the following vesting schedule:





	 	 	 	 	 	 	 	 	 
	 	 	Years of Service	 	 	 	Vesting %	 	 
	 

	 	 	or less	 	 	0% 	 	 
	  

	 	 

	 	 
	 	 

% 
	 	 
	  

	 	 

	 	 
	 	 

 
	 	 
	  

	 	 

	 	 
	 	 

 
	 	 
	  

	 	 

	 	 
	 	 

% 
	 	 
	  

	 	 

	 	 
	 	 

% 
	 	 
	  

	 	 

	 or more	 	 	 

100%
	 	 
	 

	 	 

	 	 
	 	 

	 	 







	þ	 	(e)     Vesting schedule — class year or all years. The Plan’s vesting schedule applies as
follows (Choose one of (i) or (ii)):






	 	þ	 	(i)     Class year. Apply the vesting schedule separately to the Deferred Compensation
for each Taxable Year.
	 
	 	o	 	(ii) All years. Apply the vesting schedule to all Deferred Compensation based on
all Years of Service.






	o	 	(f) Other Substantial Risk of Forfeiture. (Specify):                                                                       
  

                                                                              
                                          .




Note: An Employer may elect both a vesting schedule and an additional Substantial Risk of
Forfeiture. In such event, a Participant failing to satisfy the conditions resulting in a
Substantial Risk of Forfeiture will forfeit his/her Account, even if 100% Vested under any vesting
schedule. If the Plan is an Ineligible 457 Plan, the Employer must specify a Substantial Risk of
Forfeiture, which may be a vesting schedule provided that under any “graded” vesting schedule, an
Ineligible 457 Plan Participant will be taxed as and when each portion of his/her Deferred
Compensation vests.




         3.02 Immediate Vesting upon Specified Events. A Participant’s entire Accrued Benefit is 100%
Vested without regard to Years of Service if the Participant’s Separation from Service with the
Employer on or following or as a result of (choose (a) or choose one or more of (b) — (e)):





	o	 	(a) Not Applicable.
	 
	þ	 	(b) Retirement Age. On or following Retirement Age.
	 
	þ	 	(c) Death. As a result of death.
	 
	þ	 	(d) Disability. As a result of Disability.
	 
	o	 	(e) (Specify):                                                                           
                          .







10









 






Note: An early vesting provision generally does not result in prohibited acceleration of benefits
under Code §409A. See Section 4.03(C).




         3.03 Application of Forfeitures. The Employer will (choose only one of (a) — (d)):





	o	 	(a) Not Applicable. Not apply any provision regarding allocation of forfeitures since there
are no Plan forfeitures.
	 
	þ	 	(b) Retain. Keep all forfeitures for the Employer’s account.
	 
	o	 	(c) Allocate. Allocate (in the year in which the forfeiture occurs) any forfeiture to the
Accounts of the remaining (nonforfeiting) Participants, in accordance with one of the
following methods (choose only one):






	 	o	 	(i) Per Compensation. In the same ratio each Participant’s Compensation for the
Taxable Year bears to the total Compensation of all Participants sharing in the
forfeiture allocation for the Taxable Year.
	 
	 	o	 	(ii) Per Account balances. In the same ratio each Participant’s Account balance at
the beginning of the Taxable Year bears to the total Account balances of all
Participants sharing in the forfeiture allocation for the Taxable Year.






	o	 	(d) (Specify):                                                                          
                          .




Note: If the Employer elects to create the Trust under Section 5.03, the Employer should coordinate
its forfeiture application elections with the provisions of the Trust.




ARTICLE IV

BENEFIT PAYMENTS




         4.01 Payment Events/Elections. The Plan payment events are (choose one or more of (a) through
(i) as applicable):



Note: The Employer must elect the Plan permitted payment events. The Employer may elect all of the
409A permitted events or limit the payment events, but the Employer must elect at least one payment
event. If the Plan permits initial payment elections, change payment elections, or both, as to any
or all of the Plan permitted payment events, the Employer should elect 4.01(d)(iv), (e)(ii) and (i)
as applicable. The Employer also should elect under 4.02(A) and 4.02(B) as to who has election
rights and to specify any limitations on such rights. If the Plan will not offer any initial or
change payment elections, the Employer should not elect 4.01(d)(iv), (e)(ii) or (i). If the Plan
will not offer any initial payment elections the Employer also should elect 4.02(A)(a). If the
Plan will not offer change payment elections, the Employer also should elect 4.02(B)(a).





	þ	 	(a) Separation from Service.
	 
	þ	 	(b) Death.
	 
	o	 	(c) Disability.
	 
	þ	 	(d) Specified Time. The Plan permits payment to a Participant at a Specified Time (choose
one of (i)- (iv)):






	 	o	 	(i) Forfeiture Lapse. At the time that the Deferred Compensation no longer is
subject to a Substantial Risk of Forfeiture.







11









 






	 	o	 	(ii) Stated Age. Upon attainment of age:                      (specify age).
	 
	 	o	 	(iii) (Specify): On:                                                              (e.g., January 1, 2015).
	 
	 	þ	 	(iv) Election. In accordance with a Participant or Employer election under 4.02(A)
or (B).




Note: The Employer must approve any Participant payment election. See Section 4.06. Payment at a
Specified Time will be a lump-sum payment.





	o	 	(e) Fixed Schedule. The Plan Permits payment to a Participant in accordance with the
following Fixed Schedule (choose one 
of (i) or (ii)):






	 	o	 	(i) Schedule:                                                                           
                          .
	 
	 	o	 	(ii) Election. In accordance with a Participant or Employer election under 4.02(A)
or (B).




Note: The Employer must approve any Participant payment election. See Section 4.06. Payment
pursuant to a Fixed Schedule will be installments or an annuity commencing at a specific time.





	þ	 	(f) Change in Control. The Plan permits payment to a Participant based on a Change in
Control.
	 
	þ	 	(g) Unforeseeable Emergency. The Plan permits payment to a Participant who has an
Unforeseeable Emergency.
	 
	o	 	(h) (Specify):                                                                           
                                              
(e.g., based on Unforeseeable Emergency, but only as the Elective Deferral Accounts).




Note: The Employer in (h) may modify any of (a)-(g) but only if such modifications are consistent
with Code §409A.





	 	þ	 	(i) Election. As to 4.01 (a), (b), (c), (f), (g) and/or (h), in accordance with a
Participant or Employer election under 4.02(A) or (B).




Note: The Employer must approve any Participant payment election. See Section 4.06.




         4.01(E) Contractor deemed Separation from Service. In making any payment to a Contractor
based on Separation from Service, the Plan (choose (a) or choose one of (b) or (c)):





	þ	 	(a) Not applicable. Only Employees are Participants in the Plan.
	 
	o	 	(b) Applies deemed Separation from Service. Applies the deemed Separation from Service
provisions of Section 4.01(E).
	 
	o	 	(c) Does not apply. Does not apply the deemed Separation from Service provisions of Section
4.01(E).





         4.02 Timing, Form and Medium of Payment/Elections. The Plan will pay a Participant’s Vested
Accrued Benefit as follows (complete (a), (b) and (c)):




         (a) Timing. Payment will commence or be made (choose only one of (i) — (vi)):





12









 









	 	o	 	(i) 30 days. On a date which is 30 days following the payment event, unless
otherwise made at a Specified Time or in accordance with a Fixed Schedule.
	 
	 	þ	 	(ii) 90 days. On a date which is within 90 days following the payment event, unless
otherwise made at a Specified Time or in accordance with a Fixed Schedule.




Note: A Participant may not designate the Taxable Year of Payment under (a)(ii).





	 	o	 	(iii) 6 months. On a date that is 6 months following the payment event, unless
otherwise made at a Specified Time or in accordance with a Fixed Schedule.
	 
	 	þ	 	(iv) Specified Time/Fixed Schedule. At the Specified Time under Section 4.01(d) or
pursuant to the Fixed Schedule under Section 4.01(e).
	 
	 	o	 	(v) (Specify):                                                                           
                          .
	 
	 	þ	 	(vi) Election. In accordance with a Participant or Employer election under Sections
4.02(A) or (B).




Note: The Employer must approve any Participant payment election. See Section 4.06(C).



Note: See Section 4.01(D) as to restrictions on timing of payments to Specified Employees.





	 	(b)	 	Form. The Plan will make payment in the form of (choose one or more of (i) — (v)):
	 
	 	þ	 	(i) Lump-sum. A single payment.
	 
	 	þ	 	(ii) Installments. In installments as follows: 5 annual installments.
	 
	 	o	 	(iii) Annuity. An immediate annuity contract.
	 
	 	o	 	(iv) (Specify):                                                                          
                          .
	 
	 	þ	 	(v) Election. In accordance with a Participant or Employer election under Sections
4.02(A) or (B).





Note: The Employer must approve any Participant payment election. See Section 4.06.





	 	(c)	 	Medium. The form of payment will be (choose only one of (i) — (iv)):
	 
	 	þ	 	(i) Cash only.
	 
	 	o	 	(ii) Property only.
	 
	 	o	 	(iii) Property or cash (or both).
	 
	 	o	 	(iv) Election. In accordance with a Participant or Employer election under 4.02(A)
or (B).




Note: The Employer must approve all Participant payment elections. See Section 4.06.



Note: A choice between cash or property is not subject to Code §409A. See Treas. Reg.
§1.409A-2(a)(1). The Plan treats this election as not being subject to the timing rules applicable
to payment elections.





13









 








         4.02(A) Initial payment elections. The Plan (choose only one of (a) — (d)):





	o	 	(a) No initial payment elections. The Plan and Adoption Agreement specify the payment
events and the timing, form and medium of payment. If there are multiple payment events,
the Plan will make payment based on the earliest event to occur except as follows:
                                                                               
                      (indicate no exceptions or specify
sequencing).
	 
	þ	 	(b) Participant initial payment election. Permits a Participant initially to elect the
payment event and the timing, form and medium of payment of his/her Deferred Compensation in
accordance with Section 4.02(A) (choose only one of (i) or (ii)):






	 	þ	 	(i) All Accounts. The Plan applies a Participant’s elections to all of the
Participant’s Accounts under the Plan.
	 
	 	o	 	(ii) Elective Deferral Account. The Plan applies a Participant’s elections only to
the Participant’s Elective Deferral Account. The Employer will make all payment
elections as to Nonelective and Matching Contribution Accounts.




Note: A Participant must elect a payment event from those which the Employer has elected under 4.01
above, unless the Employer has permitted a Participant to elect the 409A permissible payment
events. A Participant in his/her election form may limit the payment election to Compensation
Deferred at the time of the election or also may apply the payment election to all future Deferred
Compensation.





	o	 	(c) Employer initial payment election. Permits the Employer (and not the Participant)
initially to elect the payment events and the timing, form and medium of payment of all
Participant Accounts in accordance with Section 4.02(A).
	 
	o	 	(d) (Specify):                                                                           
                           (e.g., the Participant may make an
election only as to the Participant’s Grandfathered Amounts).




Note: If a Participant or the Employer does not make an initial payment election, see Sections
4.01(B) and 4.02(A)(5).




         4.02(B) Change payment elections. The Plan (choose only one of (a) or (b); choose (c) if (b)
applies and choose (d) if applicable):



Note: Even if the Employer under 4.02(A) (a) elects not to permit any Participant or Employer
initial payment elections, the Plan under Section 4.02(A)(1)treats a Plan designation of the
payment events and of the timing, form and medium of payment as an initial election for purposes of
applying any change election the Plan permits.





	o	 	(a) Change payment elections not permitted. Does not permit a Participant, a Beneficiary or
the Employer to make a change payment election in accordance with Section 4.02(B).
	 
	þ	 	(b) Permits change payment elections. Permits changes payment elections or changes to a
change payment elections in accordance with Section 4.02(B) and as follows (choose one or
more of (i) -(iv)):






	 	þ	 	(i) Participant election. Permits a Participant to make change payment elections.
	 
	 	o	 	(ii) Employer election. Permits the Employer to make change payment elections.
	 
	 	o	 	(iii) Beneficiary election. Permits a Beneficiary following the Participant’s death
to make change payment elections.








14









 






	 	o	 	(iv) (Specify):                                                                           
                           (e.g., a Beneficiary may make a
change payment election only if the Participant had the right to do so, OR a
Participant may make a change payment election only after attaining age 60).






	þ	 	(c) Limit on number of change payment elections. The number of change payment elections (as
to any initial payment election) that a Participant, a Beneficiary or the Employer (as
applicable) may make is (choose one of (i) or (ii)):






	 	þ	 	(i) Unlimited. Not limited except as required under Section 4.02(B).
	 
	 	o	 	(ii) Limited. Limited to:                                                              (specify number).






	o	 	(d) (Specify):                                                                           
       (e.g., permits change payment
elections only as to Elective Deferral Account).





         4.02(B)(3)(b) Installment payments. The Plan under Section 4.03(B)(3)(b) for purposes of
application of the change payment election provisions treats an installment payment as a (choose
one of (a), (b) or (c)):





	o	 	(a) Single payment.
	 
	þ	 	(b) Series of payments.
	 
	o	 	(c) Treatment for 2005 through 2007. For the period spanning 2005 through 2007, treat
installments as (choose one of (i) or (ii)):






	 	o	 	(i) Single payment.
	 
	 	o	 	(ii) Series of payments.




Note: If the Plan is a restated Plan, and the Employer otherwise before January 1, 2008, did not
make a written designation regarding the treatment of installment payments, the Employer in (c) may
elect to apply a different election for the period spanning 2005 through 2007, than applies after
2007 under (a) or (b). See Treas. Reg. 1.409A-2(b)(2)(iv).





	o	 	(d) Not applicable. The Plan does not permit installment payments.





         4.06(B) Election changes/Irrevocability. A Participant who makes an initial payment election
or a change payment election which the Employer has accepted (complete (a) and (b)):





	 	(a)	 	Initial payment elections. (choose one of (i), (ii) or (iii)):
	 
	 	þ	 	(i) May change. May change the initial payment election as to the Deferred
Compensation to which the election applies, until the applicable election deadline
under 4.02(A)(2)(a). Any change to an initial payment election made after the
initial payment election becomes irrevocable is a change payment election.
	 
	 	o	 	(ii) May not change. May not change the initial election as to the Deferred
Compensation to which the election applies.
	 
	 	o	 	(iii) Not applicable. As elected above, a Participant may not make an initial
payment election.
	 
	 	(b)	 	Change payment elections. (choose one of (i), (ii) or (iii)):







15









 






	 	þ	 	(i) May change. May change the change payment election as to the Deferred
Compensation to which the election applies. Where the payment event is a Specified
Time or a Fixed Schedule, the Participant may change the election until the
applicable deadline under Section 4.02(B)(1)(a). Where the change payment election
relates to any other payment event (not a Specified Time or a Fixed Schedule), the
Participant must make the change within 30 days following the Participant’s making
of the change payment election which the Participant seeks to change. Any change to
a change payment election made after the change payment election becomes irrevocable
is a new change payment election.
	 
	 	o	 	(ii) May not change. May not change the change payment election as to the Deferred
Compensation to which the election applies.
	 
	 	o	 	(iii) Not applicable. As elected above, a Participant may not make a change payment
election.




Note: An Elective Deferral election under Section 2.02(C) is a separate election which is not
controlled by this election 4.06(B).




ARTICLE V

TRUST ELECTION AND INVESTMENTS




         5.02 No Trust. The Employer by electing (a) or (b) below does not create the Trust described
in Section 5.03. Section 5.02 applies. The Employer will credit each Participant’s Account with
(choose one or both of (a) or (b)):





	þ	 	(a) Actual Earnings (choose only one of (i) through (iv)):






	 	o	 	(i) Employer direction. As a result of the Employer’s directed investment of the
Account.
	 
	 	þ	 	(ii) Participant direction. As a result of the Participant’s directed investment of
his/her own Account.
	 
	 	o	 	(iii) Participant direction over Elective Deferrals. As a result of the
Participant’s directed investment of his/her own Elective Deferral Account, and the
Employer’s directed investment of the balance of the Participant’s Account.
	 
	 	o	 	(iv) (Specify):                                                                           
                          .






	o	 	(b) Notional Earnings. (choose one or both of (i) or (ii)):






	 	o	 	(i) Fixed/floating interest. Interest at the rate of                                          and applied
to (choose only one of (A), (B) or (C)):




Note: use blank to specify rate, fixed or floating with index, time interval, simple or compounded
interest, etc.





	 	o	 	(A) Total Account. The Participant’s entire Account.
	 
	 	o	 	(B) Deferrals only. The Participant’s Elective Deferral Account, with the
balance of the Account being subject to actual investment as specified in
5.02(a).







16









 






	 	o	 	(C) Employer Contribution only. The Participant’s Employer Contribution
Accounts with the balance of the Account being subject to actual investment
as specified in 5.02(a).






	 	o	 	(ii) (Specify):                                                                           
                          .





         5.03 Trust. The Employer by electing (a) or (b) below will establish the Trust described in
Section 5.03 and designated as Exhibit C. The Trust will be identical in form to the Model Rabbi
Trust issued by the Internal Revenue Service under Rev. Proc. 92-64 or any successor thereto. The
Employer also may modify the Trust if necessary to comply with Applicable Guidance. The Employer
will select among the optional and alternative features available under the Trust, and the Employer
will not establish or adopt any other trust under the Plan. The version of the Trust the Employer
adopts is (choose one of (a) or (b)):





	o	 	(a) Individually designed version.
	 
	o	 	(b) Adoption agreement version.







17











 





EMPLOYER SIGNATURE




     The Employer hereby agrees to the provisions of this Plan, and in witness of its agreement,
the Employer, by its duly authorized officer, has executed this Adoption Agreement on
                                                            , 2009.



	 	 	 	 	 
	 	Littelfuse, Inc. (EIN: 36-3795742)

 	 
	 	Signed:  	 	 
	 	 	Ryan K. Stafford, General Counsel 	 
	 	 	 	 



 









 






	 	 	 	 	 



EXHIBIT A1




LITTELFUSE, INC. SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN



This Exhibit A applies to the following Participant(s):                                         . The provisions
specified below apply to the above Participant(s) in lieu of the Plan terms. All other Plan terms
not modified herein continue to apply. See Basic Plan Preamble.




	 
	1:11
Change in
Control:  


	1.15
Compensation:  


	1.17
Disability: 


	1.39
Retirement
Age: 


	1.51
Unforeseeable Emergency: 


	1.56 Wraparound Election: 


	1.57
Year of Service: 


	2.02
Elective
Deferrals: 


	2.02(A)
Amount Limitation/Conditions: 


	2.02(B) Election Timing: 


	2.02(B)(6)
Final Payroll
Period: 


	2.02(C)
Election Changes/Irrevocability: 


	2.02(D)
Election
Duration: 


	2.03 Nonelective Contributions: 


	2.04 Matching Contributions: 


	2.05
Actual or Notional Contribution: 


	2.06 Allocation Conditions: 


	3.01
Vesting Schedule/Other Substantial Risk of
Forfeiture: 


	3.02
Immediate Vesting on Specified
Events: 


	3.03
Application of
Forfeitures: 


	4.02
Payment
Events: 


	4.02
Timing, Form, and Medium of
Payment/Elections: 


	4.02(A)
Initial Payment
Election: 


	4.02(B)
Change Payment
Election: 


	4.02(B)(3)(a)
Installment
Payments: 


	4.02(B)(7)
Payment Delay: 


	4.02(C)(3)
Permissible
Accelerations: 


	5.02
No
Trust: 


	5.03
Trust: 


	 

	Other: 







The Employer hereby agrees to the provisions of this Exhibit A to the Plan, and it witness of its
agreement, the Employer, by its duly authorized officers, has executed this Exhibit A on
                                        ,                    .




	 	 	 	 	 
	 	Littelfuse, Inc. (EIN: 36-3795742)

 	 
	 	Signed:  	 	 
	 	 	Ryan K. Stafford, General Counsel 	 
	 	 	 	 
	 





 




			
	1	 	Use caution in applying nonuniform provisions. In
certain cases, Treas. Reg. 1.409A -1 through -6 requires uniform treatment of
similarly situated service providers.






 











 





NONQUALIFIED

DEFERRED COMPENSATION PLAN

BASIC PLAN DOCUMENT

(Including Code §409A provisions)




 









 








Nonqualified Deferred Compensation Prototype Plan




NONQUALIFIED

DEFERRED COMPENSATION PLAN

BASIC PLAN DOCUMENT




     By execution of the Adoption Agreement associated with this Basic Plan Document, the Employer
establishes this Nonqualified Deferred Compensation Plan (“Plan”) for the benefit of certain
Employees and Contractors the Employer designates in its Adoption Agreement. The primary purpose of
the Plan is to provide additional compensation to Participants upon termination of employment or
service with the Employer. The Employer will pay benefits under the Plan only in accordance with
the terms and conditions set forth in the Plan.



PREAMBLE




     ERISA/Code Plan Type. The Employer in its Adoption Agreement will specify whether it
establishes the Plan as a nonqualified deferred compensation plan or as an ineligible Code §457(f)
plan. A nonqualified deferred compensation plan is an unfunded plan that may be: (i) an “excess
benefit plan” under ERISA §3(36); (ii) a plan maintained “primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated employees” (“top-hat
plan”) under ERISA §§201(2), 301(a)(3) and 401(a)(1); (iii) a plan only for Contractors and exempt
from Title I of ERISA; or (iv) a church plan under Code §414(e) and ERISA §3(33) and maintained by
a church or church-controlled organization under Code §3121(w)(3). A top-hat plan includes a
supplemental executive retirement plan (“SERP”). A tax-exempt Code §457(f) plan may include a
church plan under Code §414(e) and ERISA §3(33) but which is not sponsored by a church or
church-controlled organization under Code §3121(w)(3).



     409A Plan Type. The Employer in its Adoption Agreement will specify whether it establishes the
Plan as an Account Balance Plan or as a Separation Pay Plan.



     Possible Nonuniformity. The Employer in its Adoption Agreement will specify such Plan terms as
will apply to all Participants uniformly or as may apply to a given Participant. Except where the
Plan or Applicable Guidance require uniformity in order to comply with Code §409A, the Employer
need not provide the same Plan benefits or apply the same Plan terms and conditions to all
Participants, even as to Participants who are of similar pay, title and other status with the
Employer. The elections the Employer makes in its Adoption Agreement apply uniformly to all
Participants, except to the extent the Employer adopts inconsistent provisions with respect to one
or more Participants in a separate attachment designated as “Exhibit A” and attached to the
Adoption Agreement. The Employer may create a separate Exhibit A for one or more Participants,
specifying such terms and conditions as are applicable to a given Participant. The Employer, in
Exhibit A, may modify any Plan provision or any Adoption Agreement election as to one or more
Participants.



I. DEFINITIONS




     1.01 “Account” means the account the Employer establishes under the Plan for each Participant
and, as applicable, means a Participant’s Elective Deferral Account, Nonelective Contribution
Account or Matching Contribution Account.



     1.02 “Account Balance Plan” means an Elective Deferral Account Balance Plan or an Employer
Contribution Account Balance Plan, or a combination of both, as the Employer elects in its Adoption
Agreement.



     (A) Elective Deferral Account Balance Plan. An Elective Deferral Account Balance Plan is a
plan comprised of an Elective Deferral Account as described under Treas. Reg.
§1.409A-1(c)(2)(i)(A).



     (B) Employer Contribution Account Balance Plan. An Employer Contribution Account Balance Plan
is a plan comprised of Employer Nonelective Contribution Accounts, Matching Contribution Accounts,
or both, as described under Treas. Reg. §1.409A-1(c)(2)(i)(B).



     1.03 “Accrued Benefit” means the total dollar amount credited to a Participant’s Account.





			
	 	 	 
	© Copyright 2007 SunGard
	 	 07/07     1







 









 





Nonqualified Deferred Compensation Prototype Plan




     1.04 “Adoption Agreement” means the document the Employer executes to establish the Plan and
includes all Exhibits and other documents referenced therein.



     1.05 “Aggregated Plans” means this Plan and any other like-type plan of the Employer in which
a given Participant participates and as to which the Plan (see Sections 2.02(B)(2) and 6.03(B)) or
Treas. Reg. §1.409A-1 (c)(2) requires the aggregation of all such nonqualified deferred
compensation in applying Code §409A. For this purpose, the following rules apply:



     (A) Participants in Separate Plans. The plan for a Participant is treated as a separate plan
from the plan for any other Participant, even though such plans may be incorporated into a single
written plan in this Plan and covering all Participants.



     (B) Plan Types. The following plans under clauses (i), (ii) and (iii) are not “like-type
plans” and are treated as separate from each other: (i) all Elective Deferral Account Balance Plans
(including for aggregation purposes only, Separation Pay Plans based on Voluntary Separation from
Service); (ii) all Employer Contribution Account Balance Plans (including for aggregation purposes
only, Separation Pay Plans based on Voluntary Separation from Service); and (iii) all Separation
Pay Plans based on Involuntary Separation from Service or under a Window Program.



     (C) Dual Status. If a Participant in two like-type plans participates in one plan as an
Employee and in the other as a Contractor, the plans are not Aggregated Plans. If an Employee also
serves on the Employer’s board of directors (or in a similar capacity with regard to a
non-corporate entity) and participates in like-type plans but participates in one plan as an
Employee and in the other as a director (or similar capacity with regard to a non-corporate entity)
[a “director plan”], the plans are not Aggregated Plans provided that the director plan is
substantially similar to a plan the maintains for non-employee directors. If the director plan is
not substantially similar, for purposes of aggregation, the director plan is treated as a plan for
Employees. Director plans and plans for Contractors are subject to aggregation under this Section
1.05.



     1.06 “Applicable Guidance” means as the context requires Code §§83, 409A and 457, Treas. Reg.
§1.83, Treas. Reg. §§1.409A-1 through -6, Treas. Reg. §1.457-11, or other written Treasury or IRS
guidance regarding or affecting Code §§83, 409A or 457(f), including, as applicable, any Code §409A
guidance in effect prior to January 1, 2008.



     1.07 “Base Salary” means a Participant’s Compensation consisting only of regular salary and
excluding any other Compensation.



     1.08 “Basic Plan Document” means this Nonqualified Deferred Compensation Plan document.



     1.09 “Beneficiary” means the person or persons entitled to receive Plan benefits in the event
of a Participant’s death.



     1.10 “Bonus” means a Participant’s Compensation consisting only of bonus and excluding any
other Compensation. A Bonus also may be Performance-Based Compensation under Section 1.37.



     1.11 “Change in Control” means, as to an Employer which is a corporation, a change: (i) in the
ownership of the Employer (acquisition by one or more persons acting as a group of more than 50% of
the total voting power or fair market value of the Employer); (ii) in the effective control of the
Employer (acquisition or acquisition during a 12-month period ending on the date of the latest
acquisition, by one or more persons acting as a group of 30% or more of the total voting power of
the Employer or replacement of a majority of the members of the board of directors of the Employer
[described below, but including only the entity for which no other corporation is a majority
shareholder] during any 12-month period by directors not endorsed by a majority of the board before
the appointment or election); or (iii) in the ownership of a substantial portion of the assets of
the Employer (acquisition or acquisition during a 12-month period ending on the date of the latest
acquisition, by one or more persons [other than related persons described in Treas. Reg.
§1.409A-3(i)(5)(vii)(B)] acting as a group of assets with a total gross fair market value of 40% or
more of the total gross fair market value of all assets of the Employer immediately before such
acquisition or acquisitions), each within the meaning of Treas. Reg. §1.409A-3(i)(5) or in
Applicable Guidance. For this



2     07/07





 









 





Nonqualified Deferred Compensation Prototype Plan



purpose, the Employer includes the Employer, the corporation which is liable for the payment of the
Deferred Compensation, a majority shareholder (more than 50% of total fair market value and voting
power) of the foregoing or a corporation in a chain of corporations in which each is a majority
owner of another corporation in the chain, ending in the Employer or in the corporation that is
liable for payment of the Deferred Compensation, all in accordance with Treas. Reg.
§1.409A-3(i)(5)(ii). An event constituting a Change in Control must be objectively determinable and
any certification thereof by the Employer or its agents may not subject to the discretion of such
person. For purposes of applying this Section 1.11, stock ownership is determined in accordance
with Code §318(a) as modified under Treas. Reg. §1.409A-3(i)(5)(iii). The Employer in its Adoption
Agreement will elect whether a Change in Control includes any or all the events described in
clauses (i), (ii) or (iii) and also may elect to increase the percentage change required under any
such event to constitute a Change in Control. Pending the issuance of Applicable Guidance as to the
application of the Change in Control provisions to partnerships (or other non-corporate entities),
if the Employer elects in its Adoption Agreement to permit Change in Control as a payment event,
the Employer will apply clauses (i) and (iii) and clause (ii) as it relates to a change in the
composition of the board of directors by analogy in accordance with Treas. Reg. §1.409A, Preamble,
II.G.




     1.12 “Change in the Employer’s Financial Health” means an adverse change in the Employer’s
financial condition as described in Applicable Guidance.



     1.13 “Code” means the Internal Revenue Code of 1986, as amended.



     1.14 “Commissions” means Compensation or portions of Compensation consisting of Sales
Commissions or of Investment Commissions. See Section 2.02(B)(5).



     (A) Sales Commissions. Sales Commissions means Compensation or portions of Compensation a
Participant earns if: (i) a substantial portion of Participant’s services to the Employer consists
of the direct sale of a product or a service to a customer that is not related or treated as
related to the Employer or to the Participant (under Treas. Reg. §§1.409A-1(f)(2)(ii)) and (iv));
(ii) the Compensation the Employer pays to the Participant consists either of a portion of the
purchase price for the product or service or of an amount substantially all of which is calculated
by reference to volume of sales; and (iii) payment is either contingent upon the Employer receiving
payment from an unrelated customer (as described in clause (i) above) for the product or services
or, if consistently applied as to all similarly situated service providers, is contingent upon the
closing of a sales transaction and such other requirements as the Employer may specify before the
closing of the sales transaction.



     (B) Investment Commissions. Investment Commissions means Compensation or portions of
Compensation a Participant earns if: (i) a substantial portion of the Participant’s services to the
Employer to which the Compensation relates consists of sales of financial products or other direct
customer services to a customer that is not related or treated as related to the Employer or to the
Participant (under Treas. Reg. §§1.409A-1(f)(2)(ii)) and (iv)) as to customer assets or customer
asset accounts; (ii) the customer retains the right to terminate the relationship and to move or
liquidate the assets or asset accounts without undue delay (but subject to a reasonable notice
period); (iii) the Compensation is based on a portion of the value of the overall assets or asset
account balance, substantially all of the Compensation is calculated by reference to the increase
in value of the overall assets of account balance, or both; and (iv) the value of the overall
assets or account balance and Investment Commissions are determined at least annually.



     (C) Related Customer Commissions. This Section 1.14 also applies to Sales Commissions and to
Investment Commissions involving a related customer provided: (i) the Employer as to unrelated
customers makes substantial sales or provides substantial services giving rise to Commissions; and
(ii) the sales, service and Commission arrangements with the related customer are bona fide, arise
from the Employer’s ordinary course of business and are substantially the same, in terms and in
practice, as those terms and practices that apply to unrelated customers to which substantial sales
are made or substantial services are rendered.



     1.15 “Compensation”



     (A) Employees. Compensation means as to an Employee, gross W-2 compensation. “W-2
Compensation” means wages for federal income tax withholding purposes, as defined under Code
§3401(a), plus all other payments to an Employee in the course of the Employer’s trade or business,
for which the






			
	 	 	 
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Employer must furnish the Employee a written statement under Code §§6041, 6051 and 6052,
disregarding any rules limiting the remuneration included as wages under this definition based on
the nature or location of the employment or service performed. “Gross W-2 compensation” means W-2
compensation plus all amounts excludible from a Participant’s gross income under Code
§§125,132(f)(4), 402(e)(3), 402(h)(2), 403(b), and 408(p), contributed by the Employer, at the
Participant’s election, to a cafeteria plan, a qualified transportation fringe benefit plan, a
401(k) arrangement, a SEP, a tax sheltered annuity, or a SIMPLE plan.




     (B) Contractors. Compensation as to a Contractor means all payments by the Employer to the
Contractor for services during a Taxable Year.



     (C) Modifications. The Employer in its Adoption Agreement will elect whether to modify the
definition of Compensation. The Employer may modify the definition of Compensation or may specify a
different definition of Compensation either as to Employees, as to Contractors or both.



     1.16 “Contractor” means a person or entity providing services to the Employer (not as an
Employee) as described in Treas. Reg. §1.409A-1(f)(1) and which for any Taxable Year of the
Contractor that the Contractor is on the cash receipts and disbursements method of accounting for
Federal income tax purposes. A person serving on a board of directors is a Contractor as to
Compensation for such service without regard to whether the person is an Employee for other
purposes. A Contractor is not subject to this Plan or to Code §409A if in the Taxable Year in which
the Legally Binding Right to Compensation arises: (i) the Contractor is actively engaged in the
trade or business of performing services other than as an Employee or as a director (or similar
position as to a non-corporate Employer); (ii) the Contractor provides significant services to the
Employer and to at least 2 other unrelated service recipients, where the Contractor, the Employer
and the other service recipient(s) are all unrelated to each other within the meaning of Treas.
Reg. §§1.409A-1(f)(2)(i)(B) and (C) as applicable; and (iii) the services are not “management
services” within the meaning of Treas. Reg. §1.409A-1(f)(2)(iv). For purposes of clause (ii)
“significant services” means as described in Treas. Reg. §1.409A-1(f)(2)(iii). This Plan and Code
§409A also do not apply to certain other “related” Contractor services as described in Treas. Reg.
§1.409A-1(f)(2)(v).



     1.17 “Disability” except as the Plan otherwise provides means a condition of a Participant who
by reason of any medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less than 12 months: (i)
is unable to engage in any substantial gainful activity; or (ii) is receiving income replacement
benefits for a period of not less than 3 months under an accident and health plan covering
Employees. The Employer in its Adoption Agreement will elect whether Disability includes all
impairments constituting Disability under this Section 1.17, or only certain specified Disabilities
which satisfy the foregoing definition. The Employer will determine whether a Participant has
incurred a Disability based on its own good faith determination and may require a Participant to
submit to reasonable physical and mental examinations for this purpose. A Participant will be
deemed to have incurred a Disability if: (i) the Social Security Administration or Railroad
Retirement Board determines that the Participant is totally disabled; or (ii) the applicable
insurance company providing disability insurance to the Participant under an Employer sponsored
disability program determines that a Participant is disabled under the insurance contract
definition of disability, provided such definition complies with the definition in this Section
1.17.



     1.18. “Deferred Compensation” means the Participant’s Account Balance attributable to Elective
Deferrals and Employer Contributions and includes Earnings on such amounts except where the Plan
otherwise provides. “Compensation Deferred” is Compensation that the Participant or the Employer
has deferred under this Plan. Compensation is Deferred Compensation if: (i) under the terms of the
Plan and the relevant facts and circumstances, the Participant has a Legally Binding Right to
Compensation during a Taxable Year that the Participant has not actually or constructively received
and included in gross income; and (ii) pursuant to the Plan terms, the Compensation is or may be
payable to or on behalf of the Participant in a later Taxable Year.
Deferred Compensation includes
Separation Pay paid pursuant to a Separation Pay Plan except as otherwise described in Treas. Reg.
§1.409A-1(b)(9) relating to certain excluded Involuntary or Voluntary Separation from Service or Window Programs and certain
reimbursements, medical benefits, in-kind benefits and limited payments. Deferred Compensation
excludes certain “short-term deferrals” and all other items described in Treas. Reg.
§§1.409A-1(b)(3), (4), (5), (6), (8), (10), (11) and (12) or in other Applicable Guidance.



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     1.19 “Earnings” means earnings, gain or loss applicable to a Participant’s Account provided
that such amounts reflect actual predetermined investments or notional amounts which do not exceed
a reasonable rate of interest. Amounts credited to an Account that do not reflect actual
predetermined investments or a reasonable rate of interest are Deferred Compensation and are not
Earnings. For purposes of making the determination of whether an amount is Earnings or is Deferred
Compensation, the principles of Treas. Reg. §31.3121(v)(2)-1(d)(2) apply.



     1.20 “Effective Date” of the Plan is the date the Employer specifies in the Adoption
Agreement, but which is not earlier than January 1, 2008. If this Plan restates a Plan (written or
otherwise) which was in effect before January 1, 2008, for periods before January 1, 2008, as to
409A Amounts, the standards and transition rules in effect under Notices 2006-79, 2006-64, 2003-33,
2006-4, Prop. Treas. Reg. §1.409A, Preamble, Section XI and Notice 2005-1 apply. See also the
Treas. Reg. §1.409A Preamble, Section XII as to the treatment of certain actions which were in
compliance with Applicable Guidance in effect before the issuance of such 409A Regulations on April
17, 2007, but which are not in compliance with such Regulations.



     1.21 “Elective Deferral” means Compensation a Participant elects to defer into the
Participant’s Account under the Plan.



     1.22 “Elective Deferral Account” means the portion of a Participant’s Account attributable to
Elective Deferrals and Earnings thereon.



     1.23 “Employee” means a person providing services to the Employer as a common law employee
(and not as a Contractor) as described in Treas. Reg. §1.409A-1(f)(1) and who, for any Taxable Year
of the Employee, is on the cash receipts and disbursements method of accounting for Federal income
tax purposes.



     1.24 “Employer” means the person or entity: (i) receiving the services of the Participant
(even if another person pays the Deferred Compensation); (ii) with respect to whom the Legally
Binding Right to Compensation arises; and (iii) who or which executes an Adoption Agreement
establishing the Plan. The Employer includes all persons with whom the Employer would be considered
a single employer under Code §§414(b) or (c). In the case of an Ineligible 457 Plan, Employer means
a State or a Tax-Exempt Organization. For purposes of this Plan, “Employer” means “service
recipient” as that term in used in Treas. Reg. §1.409A-1 through -6.



     1.25 “Employer Contribution” means amounts the Employer contributes or credits to an Account
under the Plan, including Nonelective Contributions and Matching Contributions but not including
Elective Deferrals.



     1.26 “Employer Contribution Account” means the portion of a Participant’s Account attributable
to Employer Contributions and Earnings thereon.



     1.27 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     1.28 “409A Amount” means: (i) any Compensation Deferred prior to January 1, 2005, unless such
Deferred Compensation is a Grandfathered Amount; and (ii) any Compensation Deferred in Taxable Years beginning after December 31, 2004. In determining 409A Amounts, the rules of Section
1.05 regarding Aggregated Plans apply.



     1.29 “Grandfathered Amount” means an amount of Deferred Compensation hereunder as to which,
prior to January 1, 2005, a Participant: (i) had a Legally Binding Right to be paid Deferred
Compensation; and (ii) was Vested. However, if the Employer after October 3, 2004, materially
modifies the Plan as described in Treas. Reg. 1.409A-6(a)(4), then such amount ceases to be a
Grandfathered Amount. In determining Grandfathered Amounts, the rules of Section 1.05 regarding
Aggregated Plans apply.



     1.30 “Ineligible 457 Plan” means this Plan which is subject to Code §457(f) and that is not an
eligible 457 plan under Code §457(b).



     1.31 “Legally Binding Right” means, in reference to Compensation, the grant by the Employer to
the Participant of an enforceable right (under contract, statute or other applicable law) to
Compensation






			
	 	 	 
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where, after the Participant has performed the services which created the Legally Binding
Right, the Compensation is not subject to unilateral reduction or elimination by the Employer or
any other person. The Employer, based on the facts and circumstances and in accordance with Treas.
Reg. §1.409A-1(b)(1), will determine: (i) whether a Legally Binding Right exists; or (ii) whether a
Legally Binding Right does not exist on account of the existence of negative discretion which has
substantive significance to reduce or eliminate the Compensation. Negative discretion does not
exist where the Participant has effective control over the person with the negative discretion, has
effective control over any portion of compensation of the decision maker or is a family member of
the decision maker (within the meaning of Code §267(c)(4) applied as if the family of an individual
includes the spouse of any member of the family). Compensation is not subject to unilateral
reduction or elimination merely because: (i) it may be reduced or eliminated by operation of
objective Plan terms, such as a Substantial Risk of Forfeiture; (ii) the Compensation is determined
under a formula that provides for an offset based on benefits provided under another plan,
including a qualified plan; or (iii) benefits are reduced on account of actual or notional
investment losses, or, in a final average pay plan, because of subsequent decreases in
compensation.




     1.32 “Matching Contribution” means a fixed or discretionary Employer contribution made with
respect to a Participant’s Elective Deferral.



     1.33 “Matching Contribution Account” means the portion of a Participant’s Account attributable
to Matching Contributions and Earnings thereon.



     1.34 “Nonelective Contribution” means a fixed or discretionary Employer Contribution that is
unrelated to a Participant’s Elective Deferrals.



     1.35 “Nonelective Contribution Account” means the portion of a Participant’s Account
attributable to Nonelective Contributions and Earnings thereon.



     1.36 “Participant” means an Employee or Contractor the Employer designates under Adoption
Agreement Section 2.01 or in Exhibit “B” to the Adoption Agreement to participate in the Plan. For
purposes of this Plan, “Participant” means a “service provider” as that term in used in Treas. Reg.
1.409A-1 through-6, who is a participant in the Plan. A reference herein to “service provider”
means another service provider to the Employer, whether or not that person is a Participant.



     1.37 “Performance-Based Compensation” means Compensation (including a Bonus) where the amount
of, or entitlement to, the Compensation is contingent on satisfaction of preestablished
organizational or individual performance criteria relating to a performance period of at least 12 consecutive months. The Employer must establish the organizational or individual performance
criteria in writing not later than 90 days after commencement of the performance period and the
outcome must be substantially uncertain at the time that the Employer establishes the performance
criteria. The Employer may establish performance criteria without the necessity of action by its
shareholders, board of directors, compensation committee or similar entities in the case of a
non-corporate Employer. Performance-Based Compensation does not include any amount that will be
paid regardless of performance or that will be paid based on a level of performance that is
substantially certain to be met at the time the criteria are established. If the Plan will pay the
Participant’s Performance-Based Compensation in the event of the Participant’s death or disability
or if a Change in Control occurs, without regard to whether the performance criteria have been
satisfied, the Compensation is not Performance-Based Compensation (and therefore is not entitled to
the election timing under Section 2.02(B)(4)) if payment occurs as a result of any of such events.
“Disability” for purposes of this Section 1.37 means any medically determinable physical or mental
impairment resulting form the Participant’s inability to perform the duties of his/her position or
of any substantially similar position, where such impairment can be expected to result in death or
to last for a continuous period of not less than 6 months. Performance-Based Compensation does not
include an amount of Compensation which is based on a specified number of shares of stock
multiplied by the share price at the end of the performance period, but may include an amount of
Compensation based on an increase in share price over the performance period or which is not
payable unless the share price is at or above a specified price. Performance-Based Compensation may
be based on subjective performance criteria provided: (i) the criteria are bona fide and relate the
Participant’s performance, a group of service providers that includes the Participant or a business
unit for which the Participant provides services which may include the Employer; and (ii) the
person who decides whether the subjective performance criteria have been met is someone other than
the Participant, the Participant’s family member (within the meaning of




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Code §267(c)(4) applied as if the family of an individual includes the spouse of any member of the
family), or a person under the effective control of the Participant or such a family member. In
addition, the decision maker’s compensation may not be controlled in whole or in part by the
Participant or such a family member. The Employer will determine the status of Compensation as
Performance-Based Compensation in accordance with Treas. Reg. §1.409A-1(e) and Applicable Guidance.




     1.38 “Plan” means the Nonqualified Deferred Compensation Plan of the Employer established by
and including the Adoption Agreement, the Basic Plan Document, the Trust, if any, and all notices,
forms, elections and other written documentation to which the Plan refers. The Employer will set
forth the name of the Plan in its Adoption Agreement. For purposes of applying Code §409A
requirements this Plan, as the Employer elects in its Adoption Agreement, is an Elective Deferral
Account Balance Plan, an Employer Contribution Account Balance Plan or both, or is a Separation Pay
Plan. This Plan does not constitute: (i) a Code §401(a) plan with and exempt trust under Code
§501(a); (ii) a Code §403(a) annuity plan; (iii) a Code §403(b) annuity; (iv) a Code §408(k) SEP;
(v) a Code §408(p) Simple IRA; (vi) a Code §501(c)(18) trust to which an active participant makes
deductible contributions; (vii) a Code §457(b) plan; or (viii) a Code §415(m) plan.



     1.39 “Retirement Age” means the date (if any) the Employer elects in the Adoption Agreement.




     1.40 “Separation from Service”



     (A) Employees. Separation from Service means in the case of an Employee, the Employee’s
termination of employment with the Employer whether on account of death, retirement, Disability or
otherwise.



          (1) Insignificant or Significant Service/Presumptions. The Employer will determine whether an
Employee has terminated employment (and incurred a Separation from Service) based on whether the
facts and circumstances as described in Treas. Reg. §1.409A-1(h)(1)(ii). An Employee incurs a Separation from Service if the parties reasonably anticipate, based on the facts and
circumstances, the Employee will not perform any additional services after a certain date or that
the level of bona fide services (whether performed as an Employee or as a Contractor) will
permanently decrease to no more than 20% of the average level of bona fide services performed
(whether performed as an Employee or as a Contractor) over the immediately preceding 36-month
period (or, if less, the period the employee has rendered service to the Employer) (“average prior
service”). An Employee is presumed to have incurred a Separation from Service if the Employee’s
service level decreases to 20% or less than the average prior service and an Employee is presumed
to not have incurred a Separation from Service if the Employee’s service level continues at a rate
which is 50% or more of the average prior service. No presumption applies where the Employee’s
service level is more than 20% and less than 50% of the average prior service.




          (2) Effect of Leave. An Employee does not incur a Separation from Service if the Employee is
on military leave, sick leave, or other bona fide leave of absence if such leave does not exceed a
period of 6 months, or if longer, the period for which a statute or contract provides the Employee
with the right to reemployment with the Employer. If a Participant’s leave exceeds 6 months but the
Participant is not entitled to reemployment under a statute or contract, the Participant incurs a
Separation from Service on the next day following the expiration of 6 months. A leave of absence
constitutes a bona fide leave of absence for this Section 1.40 only if there is a reasonable
expectation that the Employee will return to perform services for the Employer. Where a leave of
absence is due to any medically determinable physical or mental impairment that can be expected to
result in death or to last for a continuous period of at least 6 months, and where the Participant
cannot perform his/her duties or the duties of any substantially similar position, in determining
when a Separation from Service occurs, the above 6 month period is 29 months unless the Employer or
the Employee terminate the leave sooner. For purposes of determining average prior service under
Section 1.40 (A)(1), during a paid leave of absence which is not a Separation From Service, the
Employee is treated as rendering bona fide services at a level that would have been required to
earn the amount paid during the leave. If the leave of absence is unpaid, the leave period is
disregarded in determining average prior service.




          (3) Alternative Definition. In lieu of applying Section 1.40(A)(1), the Employer or
Participant in an initial payment election or in a change payment election may elect a percentage
of reduced bona fide








			
	 	 	 
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services resulting in a Separation from Service
which percentage must be greater than 20% and less than 50% of prior average service, determined
over the immediately preceding 36 months.




     (B) Contractors. Separation from Service, in the case of a Contractor, means the expiration of
the contract (or all contracts) under which the Contractor performs services for the Employer
provided that the expiration constitutes a good-faith and complete termination of the contractual
relationship between the Contractor and the Employer. A good-faith and complete termination does
not occur if the Employer anticipates a renewal of the service contract or the Employer anticipates
the Contractor becoming an Employee. The Employer anticipates the renewal of the contract if the
Employer intends to contract again for the services provided under the expired contract and neither
the Employer nor the Contractor has eliminated the Contractor as a possible provider of such
additional services. The Employer is deemed to intend renewal of the Contractor’s expired contract
if renewal is conditioned only upon incurring a need for services, the Employer’s ability to pay
for the services, or both. See Section 4.01(E) as to Contractor “deemed” Separation from Service
provisions.



     (C) Involuntary Separation from Service (including for “good reason”). “Involuntary Separation
from Service” means a Separation from Service due to the Employer’s independent exercise of
unilateral authority to terminate the Participant’s services (other than due the Participant’s implicit
or explicit request), where the Participant was willing and able to continue performing services
for the Employer. Involuntary Separation from Service may include the Employer’s failure to renew
the service contract at the time the contract expires provided that the Participant was willing and
able to execute a new contract on substantially the same terms and conditions as the expiring
contract and to continue providing such services. The Employer will make the determination as to
whether an Involuntary Separation from Service has occurred based on all of the facts and
circumstances and in accordance with Treas. Reg. §1.409A-1(n). For this purpose, a Participant’s
voluntary Separation from Service is treated as an Involuntary Separation from Service if it is for
“good reason” as described in Treas. Reg. §§1.409A-1(n)(2). For this purpose, the Separation from
Service is deemed to be for a good reason if it occurs during a limited period not to exceed 2
years following the initial existence of the following without the Participant’s: consent (i) a
material reduction in the Participant’s base compensation (including Base Salary); (ii) a material
reduction in the Participant’s authority, duties or responsibilities; (iii) a material reduction in
the authority, duties or responsibilities of the Participant’s supervisor, including a change in
the Participant’s reporting responsibilities to a lower level than the board of directors or
similar authority in a non-corporate entity; (iv) a material reduction in the Participant’s budget;
(v) a material change in the location at which the Participant renders service; or (vi) any other
action or inaction that constitutes the Employer’s material breach of the agreement under which the
Participant provides services to the Employer. In addition, to be a deemed “good reason” the
amount, time and form of payment upon Separation from Service must be substantially identical to
the amount payable upon an actual Involuntary Separation from Service, if such right exists, and
the Participant must provide notice to the Employer within 90 days of the initial existence of the
condition and afford the Employer at least 30 days to remedy the condition without having to pay
the Compensation.



     (D) Voluntary Separation from Service. “Voluntary Separation from Service” means a Separation
from Service which is not an Involuntary Separation from Service under Section 1.40(C).



     (E) “Employer” for Purposes of Separation Rules. The “Employer” for purposes of applying this
Section 1.40 (determining Separation from Service under the Plan) means as defined under Section
1.24 but by applying 50% in lieu of 80% in applying Code §§414(b) and (c). The Employer in lieu of
applying the previous sentence may elect in its Adoption Agreement to use a percentage equal to not
less than 20% and not more than 80% in determining related employers under Code §§414(b) and (c);
provided that the Employer may not elect to apply a percentage which is less than 50% unless there
are legitimate business criteria for doing so.



     (F) Dual Capacity. If a Participant renders service to the Employer both in the capacity as an
Employee and as a Contractor (or changes status from Employee to Contractor or vice versa), the
Participant must incur a Separation from Service in both capacities to constitute a Separation from
Service. For this purpose, if a Participant renders service both as an Employee and as a member of
the Employer’s board of directors (or an analogous position in the case of a non-corporate
Employer) the director services (or the Employee services if this Plan relates to director
services) are disregarded in determining whether the



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Participant has incurred a Separation from Service as to this Plan provided that the plans are not
Aggregated Plans.




     (G) Certain Asset Sales. In accordance with and subject to Treas. Reg. §1.409A-1(h)(4), if the
Employer sells its assets to an unrelated party purchaser where the Participants otherwise would
incur a Separation from Service and where such Participants will provide services to the purchaser
after the sale closing, the Employer and the purchaser retain discretion no later than the asset
sale closing date to specify in writing whether the Participants will incur a Separation from
Service. In making such determination, the Employer and the purchaser must treat all affected
Participants consistently.



     (H) Collectively Bargained Multiple Employer Plan. If the Plan is established pursuant to a
bona fide collective bargaining agreement covering services rendered for multiple employers, the
Employer (which for this purpose means the employer which executes the Adoption Agreement) in its
Adoption Agreement may elect to define Separation from Service in a reasonable manner that treats
an Employee as not having separated during periods in which the Employee is not providing services
but is available to do so for one or more employers. However, such alternative definition must also
provide that the Employee is deemed to have incurred a Separation from Service at a specified date
not later than the end of any period of at least 12 consecutive months during which time the
Employee has not provided any service covered by the collective bargaining agreement to any
participating employer. The Employer will apply this section in accordance with the requirements of
Treas. Reg. §1.409A-1(h)(6).



     1.41 “Separation Pay” means any Deferred Compensation (applied before application of any
exclusion applicable to Separation Pay Plans under Treas. Reg. §1.409A-1(b)(9)) that will not be
paid under any circumstances unless the Participant incurs a Separation from Service, whether
voluntary or involuntary, including payments in the form of reimbursements for expenses incurred
and provision of in-kind benefits. Deferred Compensation that a Participant may receive without
incurring a Separation from Service is not Separation Pay merely because the Participant elects to
receive or receives payment upon or after Separation from Service. Deferred Compensation does not
fail to constitute Separation Pay merely because the Participant must execute a release of claims,
noncompetition agreement or nondisclosure agreement or is subject to similar requirements. Any
amount or entitlement that acts as a substitute for, or replacement of, Deferred Compensation is a
payment of Deferred Compensation and is not Separation Pay.



     1.42 “Separation Pay Plan” means any plan that provides for Separation Pay, including the
portion of any plan that provides for Separation Pay, under Treas. Reg. §§1.409A-1(m). The Employer
in its Adoption Agreement will elect whether this Plan is a Separation Pay Plan and will elect
whether the plan pays benefits in the event of Involuntary Separation from Service, Voluntary
Separation from Service, pursuant to a Window Program or a combination thereof.



     1.43 “Service Year” means a Participant’s Taxable Year in which the Participant performs
services which give rise to Compensation. A “service period” or “performance period” means a
Service Year or such other period in which a Participant performs services for the Employer giving
rise to Compensation.



     1.44 “Specified Employee” means a Participant who is a key employee as described in Code
§416(i)(1)(A), disregarding paragraph (5) thereof and using compensation as defined under Treas.
Reg. §1.415(c)-2(a). However, a Participant is not a Specified Employee unless any stock of the
Employer is publicly traded on an established securities market or otherwise and the Participant is
a Specified Employee on the date of his/her Separation from Service. If a Participant is a key
employee at any time during the 12 months ending on the Specified Employee identification date, the
Participant is a Specified Employee for the 12 month period commencing on the Specified Employee
effective date. The Specified Employee identification date is December 31. The Specified Employee
effective date is the April 1 following the Specified Employee identification date. The Employer,
in determining whether this Section 1.44 and all related Plan provisions apply, will determine
whether the Employer has any publicly traded stock as of the date of a Participant’s Separation
from Service. In the case of certain corporate transactions (a merger, acquisition, spin-off or
initial public offering), or in the case of nonresident alien Employees, the Employer will apply
the Specified Employee provisions of the Plan in accordance with Treas. Reg. §1.409A-1(i) and other
Applicable Guidance. Notwithstanding the foregoing, the Employer in its Adoption Agreement, and in
accordance with Treas. Reg. §1.409A-1(i) and other Applicable Guidance, may make the following
elections: (i) use of any Code §415 definition of compensation for Specified Employee
determination; (ii) designation








			
	 	 	 
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of an alternative Specified Employee identification date; (iii) designation of an alternative
Specified Employee effective date; (iv) use of an alternative method to identify Participants who
will be subject to the 6 month delay rule in Section 4.01(D); (v) certain elections in the context
of corporate transactions; and (vi) certain elections regarding nonresident alien Employees. The
Employer’s election under clauses (ii) or (iii) regarding an identification date or effective date
made on or before December 31, 2007, applies to any Separation from Service occurring on or after
January 1, 2005, unless the Employer subsequently changes the identification date and/or effective
date. Such elections are effective as of the date that all necessary corporate action has been
taken to make the election binding as to all nonqualified deferred compensation plans in which
service providers of the Employer who would become a Specified Employees participate. The Employer
must apply all such elections consistently as to all service providers. The Employer will apply the
Specified Employee provisions of the Plan, including the elections described in this Section 1.44,
in accordance with Treas. Reg. §1.409A-1(i) and other Applicable Guidance.




     1.45 “Specified Time or Fixed Schedule” means, in reference to a payment of Deferred
Compensation, the Employer, at the time of the deferral of the Compensation can objectively
determine: (i) the amount payable; and (ii) the payment date or dates. An amount is objectively
determinable if the deferral election specifically identifies the amount or if the Employer can
determine the amount at the time it is due pursuant to an objective, nondiscretionary formula
specified at the time of deferral.



     (A) Dates and Period(s). A payment is scheduled to occur at a specified time if it is a lump
sum payment on a specific date, or a specific, objectively determinable date, including following
the lapse of a substantial risk of forfeiture. A payment is scheduled to occur on a fixed schedule
if it is a series of payments (which may include an annuity or a series of installments) payable on
specific dates or on specifically, objectively determinable dates including following the lapse of
a substantial risk of forfeiture. The designation of a Taxable Year of the Participant, or a
defined period within a Taxable Year of the Participant, in which payment will occur is adequate
designation of a specific date. For purposes of Sections 4.02 and 4.05, if the date specified is
only a designated Taxable Year of the Participant, or a period of time during such a Taxable Year,
the date specified under the plan is treated as the first day of such Taxable Year or the first day
of the period of time, as applicable.



     (B) Limitations and Link to Employer Receipts. A Fixed Schedule may include certain: (i)
limitations on the amount payable at a specified time of during a specified period expressed either
as a stated limit or based on an objective nondiscretionary formula; and (ii) payment schedules
based on the timing of payments received by the Employer as described in Treas. Reg.
§§1.409A-3(i)(1)(ii) and (iii) and other Applicable Guidance.



     (C) Tax Gross-Up Payments. A Specified Time or Fixed Schedule may include tax gross-up
payments made by the end of the Participant’s Taxable Year which follows the Taxable Year in which
the Participant remits the related taxes resulting from compensation paid or made available to the
Participant by the Employer, as described in Treas. Reg. §1.409A-3(i)(1)(v) and other Applicable
Guidance.



     1.46 “State” means: (i) one of the fifty states of the United States or the District of
Columbia, or (ii) a political subdivision of a State, or any agency or instrumentality of a State
or its political subdivision. A State does not include the federal government or an agency or
instrumentality thereof.



     1.47 “Substantial Risk of Forfeiture”



     (A) 409A
Amounts. Substantial Risk of Forfeiture means as to 409A Amounts, and other than for
purposes of application of Code §457(f), Compensation which is payable conditioned: (i) on the
performance of substantial future services by any person including the Participant; or (ii) on the
occurrence of a condition related to a purpose of the Compensation, and where under clause (i) or
(ii) the possibility of forfeiture is substantial. A condition related to the purpose of the
Compensation relates to the Participant’s performance for the Employer or to the Employer’s
business activities or organizational goals. A Substantial Risk of Forfeiture includes conditioning
payment on the Participant’s Involuntary Separation from Service without cause provided the
possibility of not incurring such a Separation from Service is substantial. Except as to payment of
Compensation related to a Change in Control, a Substantial Risk of Forfeiture does not include any
addition of a condition after a Legally Binding Right to the Compensation arises or any extension
of a period during which the Compensation is subject to a Substantial Risk of Forfeiture.
Compensation is not



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subject to a Substantial Risk of Forfeiture
merely because payment is conditioned on the Participant’s refraining from performing services.
Compensation is not subject to a Substantial Risk of Forfeiture beyond the date or time that the
Participant otherwise could have elected to receive the Compensation unless the present value of
the amount subject to the Substantial Risk of Forfeiture (determined without regard to the
Substantial Risk of Forfeiture) is materially greater than the present value of the amount that the
Participant otherwise could have elected to receive, absent the Substantial Risk of Forfeiture. As
such, a Participant’s Elective Deferrals generally may not be made subject to a Substantial Risk of
Forfeiture if the Participant could have elected to receive an equivalent amount in cash. In
addition, Compensation the Participant would receive for continuing to perform service for the
Employer (such as through the extension of an employment contract) is disregarded in determining
whether the present value of such nonvested payment amount is materially greater than the
Compensation which the Participant could have elected to receive presently. In determining whether
the possibility of forfeiture is substantial in the case of rights to Compensation granted to a
Participant who owns significant voting power or value in the Employer, the Employer in accordance
with Treas. Reg. §1.409A-1(d)(3) and Applicable Guidance, will take into account all relevant facts
and circumstances.




     (B) Grandfathered Amounts. A Substantial Risk of Forfeiture for Grandfathered Amounts is
defined in Treas. Reg. §1.83-3(c) and in Notice 2005-1, Q/A-16(b) or in Applicable Guidance.



     (C) Ineligible 457 Plan. A Substantial Risk of Forfeiture for purposes of application of Code
§457(f) under an Ineligible 457 Plan is described in Code §457(f)(3)(B), Treas. Reg. §1.83-3(c) and
Applicable Guidance.



     1.48 “Tax-Exempt Organization” means any tax-exempt organization other than: (i) a
governmental unit; or (ii) a church or a qualified church-controlled organization within the
meaning of Code §§3121(w)(3)(A) and 3121(w)(3)(B).



     1.49 “Taxable Year” means as to the Participant, the Participant’s taxable year and means as
to the Employer, the Employer’s taxable year, in each case as the Plan provides or as the context
otherwise requires.



     1.50 “Trust” means the trust, if any, described in Section 5.03 of the Basic Plan Document and
which the Employer in its Adoption Agreement elects to create.



     1.51 “Unforeseeable Emergency” means: (i) a severe financial hardship to the Participant
resulting from an illness or accident of the Participant, the Participant’s spouse, a Beneficiary
or the Participant’s dependent (as defined in Code §152 but without regard to Code §§152(b)(1),
(b)(2) and (d)(1)(B)); (ii) loss of the Participant’s property due to casualty; or (iii) other
similar extraordinary and unforeseeable circumstances arising as a result of events beyond the
Participant’s control. The Employer in its Adoption Agreement will elect whether to permit payment
based on a Participant’s Unforeseeable Emergency. The Employer will determine whether a Participant
incurs an Unforeseeable Emergency based on the relevant facts and circumstances and in accordance
with Treas. Reg. §1.409A-3(i)(3) or Applicable Guidance, but in any case, the Plan may not make
payment to the extent that the Unforeseeable Emergency may be relieved: (i) through reimbursement
or compensation from insurance or otherwise; (ii) by liquidation of the Participant’s assets to the
extent that such liquidation of assets would not itself cause severe financial hardship; or (iii)
by the Participant’s cessation of Elective Deferrals under the Plan. The Plan must limit the amount
of any payment based on Unforeseeable Emergency to the amount that is reasonably necessary to
satisfy the emergency need, which may include amounts necessary to pay any Federal, state, local or
foreign income taxes or penalties reasonably anticipated to result from the payment. The Employer
in making the determination as to the amount of payment must take into account any additional
Compensation available to the Participant upon cancellation of an Elective Deferral election under
Section 4.03(D)(vii). However, the Employer in determining “necessity” may disregard amounts
available as a hardship distribution or a loan from a qualified plan or as an unforeseeable
emergency distribution from another nonqualified plan, regardless of whether such amount is 409A
Amount or is a Grandfathered Amount. If the Employer in its Adoption Agreement elects to permit
payment based on Unforeseeable Emergency, the Employer further will elect whether to permit payment
based on all events that will constitute an Unforeseeable Emergency or to limit such events to a
subset of specific events which will so qualify. The Employer will not pay a Participant any
Deferred Compensation based an Unforeseeable Emergency unless the Participant requests such payment
on a form the Employer provides for this purpose, the Employer determines that the payment would
qualify under the Plan



			
	 	 	 
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terms as being based on the Participant’s
Unforeseeable Emergency, and the Employer in its sole discretion otherwise approves the payment.
Neither a Participant’s request or failure to request an Unforeseeable Emergency payment nor the
Employer’s acceptance or rejection of such a request is a change payment election under Section
4.02(B).




     1.52 “USERRA” means the Uniformed Services Employment and Reemployment Rights Act of 1994, as
amended.



     1.53 “Valuation Date” means the last day of each of the Employer’s Taxable Year and
such other dates as the Employer may determine.



     1.54 “Vested” means an amount of Deferred Compensation which is not subject to a Substantial
Risk of Forfeiture or to a requirement to perform further services for the Employer. For purposes
of determining whether an amount satisfies the vesting requirement for Grandfathered Amounts under
Article VII, the definition of Substantial Risk of Forfeiture in Section 1.47(B) applies.



     1.55 “Window Program” means a program the Employer establishes in connection with an impending
Separation from Service to provide Separation Pay to separated Participants and which program is
available only for a period of up to 12 months for Participants who separate during such period or
who separate during such period under specified circumstances. A Window Program does not include a
program the Employer establishes under which there is a pattern of repeated provision of similar
Separation Pay in similar situations for substantially consecutive limited periods of time. Whether
a recurrent program constitutes such a pattern depends upon all of the facts and circumstances,
including whether the benefits are account of a specific event or condition, the degree to which
the separation pay relates to the event or condition and whether the event or condition is
temporary or discrete or is a permanent aspect of the Employer’s business.



     1.56 “Wraparound Election” means as to a Participant who also is a participant in a 401(k)
plan of the Employer, an election (or elections, if made separately) to defer compensation under
both plans with the result that the Participant will achieve under the 401(k) plan, the maximum
amount of elective deferrals and matching contributions, if any, as is permissible under the 401(k)
plan terms and under Code §§402(g), 401(k)(3), 401(m), 415 and 414(v). For any Participant’s
Taxable Year, the maximum amount of Elective Deferrals the Plan will transfer as to the Participant
(and corresponding decrease in amounts of Compensation Deferred to this Plan) may not exceed the
Code §402(g) limit (but increased by catch-up contributions under Code §414(v) for any year in
which the Participant is catch-up eligible). For any Participant’s Taxable Year, the maximum amount
of Matching Contributions the Plan will transfer as to the Participant (and corresponding decrease
in amounts of Compensation Deferred to this Plan) may not exceed the maximum amount of matching
contributions that would be provided under the 401(k) plan absent any plan-based restrictions which
reflect Code limits on qualified plan contributions. Under a Wraparound Election, the Plan promptly
following completion of 401(k) plan testing and within any time required under Applicable Guidance,
will transfer from the Participant’s Account such Elective Deferrals and related Matching
Contributions for the Taxable Year (but without Earnings thereon) as are consistent with the
Wraparound Election, to the Participant’s account under the 401(k) plan to be held and administered
in accordance with the 401(k) plan. Any remaining amounts not transferred to the 401(k) plan will
remain in and be administered in accordance with this Plan. The Employer in its Adoption Agreement
will specify whether a participant may make a Wraparound Election. A Participant will make a
Wraparound Election subject to any timing requirements of Applicable Guidance and on a form the
Employer provides for this purpose.



     1.57 “Year of Service” means the requirements, if any, the Employer specifies in its Adoption
Agreement.



II. PARTICIPATION




     2.01
Participants Designated. The Employer will designate from time to time in its Adoption
Agreement those Employees or Contractors (by name, job title or other classification)
who are Participants in the Plan.



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     2.02
Elective Deferrals. The Employer will specify in its Adoption Agreement whether
Participants may elect to make Elective Deferrals to their Accounts.



     (A) Limitations. The Employer will specify in its Adoption Agreement any amount limitations or
conditions applicable to Elective Deferrals.



     (B) Election Form and Timing. A Participant must make his/her Elective Deferral election on an
election form the Employer provides for that purpose. The Participant must make the election no
later than the latest of the applicable times specified below. The Employer in its Adoption
Agreement will elect that a Participant must make and deliver his/her election to the Employer no
later than: (i) such applicable time; or (ii) the number of days prior to such applicable time as
the Employer sets forth in its Adoption Agreement. The Employer will disregard any Elective
Deferral election which is not timely under this
Section 2.02(B). See Section 6.04.



          (1) General Timing Rule. Except as otherwise provided in this Section 2.02(B), a Participant
must deliver to the Employer his/her Elective Deferral election regarding Service Year Compensation
no later than the end of the Participant’s Taxable Year which is prior to the Service Year.




          (2) New Participant/New Plan. As to the Service Year in which an Employee or a Contractor
first becomes a Participant (a “newly eligible Participant”), the Participant must make and deliver
an Elective Deferral election for that Service Year not later than 30 days after the Employee or
Contractor becomes a Participant. All Participants who are eligible to participate on the Effective
Date of a new plan are newly eligible Participants as of the Effective Date.




               (a) Participant status. For purposes of this Section 2.02(B)(2), an Employee or Contractor is
eligible to participate in the Plan at any time during which, under the Plan terms and without
further amendment or action by the Employer, the Employee or Contractor is eligible to accrue
Deferred Compensation under the Plan (other than Earnings on prior Deferred Compensation), even if
the Employee or Contractor has elected not to accrue any such Deferred Compensation (or has made no
election).



               (b) Changes in status. For purposes of this Section 2.02(B)(2), if a Participant has been paid
all Deferred Compensation and on or before the last payment ceases to be eligible to participate in
the Plan, but thereafter becomes eligible to participate, the Employee or Contractor is treated as
a newly eligible Participant. If a Participant ceases to be eligible to participate, other than as
to Earnings, regardless of whether the Participant has been fully paid all Deferred Compensation
under the Plan, and subsequently becomes eligible to participate, the Employee or Contractor is
treated as a newly eligible Participant provided that the period during which the Employee or
Contractor was ineligible was at least 24 months.



               (c) Compensation to which election applies. Under this Section
2.02(B)(2), a Participant’s election may apply only to Compensation for services the
Participant performs subsequent to the date the Participant delivers the election to the Employer.
For Compensation that is earned for a specified performance period, including an annual bonus, if
the newly eligible Participant makes an Elective Deferral election after the performance period
commences, the Employer will pro rate the election by multiplying the performance period
Compensation by the ratio of the number of days left in the performance period at the time of the
election, over the total number of days in the entire performance period.



               (d) Excess benefit plan. For purposes of this Section 2.02(B)(2), if this Plan is an excess
benefit plan, an Employee is a newly eligible Participant in the Plan as of the first day of the
Employee’s Taxable Year immediately following the first year in which he or she accrues a benefit
under the Plan. Any election the Employee makes within 30 days following such date applies to any
benefits accrued for services provided before the election. An excess benefit plan for purposes of
this Section 2.02(B)(2)(d) means a plan under which all Deferred Compensation is attributable to
Employer Contributions and is based on the amount the Participant would have accrued under the
Employer’s qualified plan(s) but for one or more Code limits which apply to the qualified plan(s)
over the benefits the Participant actually accrues in such plan(s). Once a Participant has accrued
a benefit or deferred compensation in any year, the Participant is not eligible to use the delayed
election in this Section 2.02(B)(2)(d).



			
	 	 	 
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               (e) Aggregated Plans. All references to the Plan in this Section 2.02(B)(2) include Aggregated
Plans. As such, an Employee or Contractor who participates in an Aggregated Plan is not a newly
eligible Participant and this Section 2.02(B)(2) does not apply.



          (3) Certain Forfeitable Rights. If payment of Deferred Compensation is subject to a condition
requiring the Participant to perform services for the Employer for at least 12 months after the
Participant obtains the Legally Binding Right to the Compensation to avoid forfeiture of the
payment, the Participant may make an Elective Deferral election no later than 30 days after the
Participant obtains the Legally Binding Right to the Compensation, provided the Participant makes
the election at least 12 months prior to the earliest date on which the service forfeiture
condition could lapse. If the Plan provides for a waiver of the service condition upon the
Participant’s death, Disability or upon a Change in Control, and such event occurs before the end
of the 12 month minimum service period, the Participant’s elective Deferral election is valid only
if the election is timely under the Plan without regard to this Section 2.02(B)(3).




          (4) Performance-Based Compensation. As to any Performance-Based Compensation, a Participant
may elect no later than 6 months before the end of the performance period to defer such
Compensation, provided that the Participant: (i) continuously performs services from the later of
the beginning of the performance period or the date the Employer establishes the performance
criteria and at least through the date of the Participant’s election; and (ii) may not make an
election after the Compensation has become readily ascertainable. For purposes of this Section
2.02(B)(4), if the Performance-Based Compensation is a specified or calculable amount, the
Compensation is readily ascertainable if and when the amount is first substantially certain to be
paid. If the Performance-Based Compensation is not a specified or calculable amount, the
Compensation or any portion thereof is readily ascertainable when the
amount is first both calculable and substantially certain to be paid. In applying this Section
2.02(B)(4), the Employer will bifurcate any right to payment as between amounts which are readily
ascertainable and amounts which are not readily ascertainable.




          (5) Commissions.




               (a) Sales Commissions. For purposes of election timing under this Section 2.02(B), if
Compensation consists of Sales Commissions, the Participant is treated as providing the services
giving rise to the Commissions in the Participant’s Taxable Year in which the customer remits
payment to the Employer, or, if applied consistently to all similarly situated service providers,
the Participant’s Taxable Year in which the sale occurs.



               (b) Investment Commissions. For purposes of election timing under this Section 2.02(B), if
Compensation consists of Investment Commissions, the Participant is treated as providing the
services giving rise to the Commissions over the 12 months preceding the date as of which the
overall value of the assets or the asset accounts is determined for purposes of calculation of the
Investment Commissions.



          (6) Final Payroll Period. If Compensation is payable after the last day of the Participant’s
Taxable Year, but is Compensation for the Participant’s services during the final payroll period
within the meaning of Code §3401(b) (or, as to a Contractor, a period not longer than such period)
which contains the last day of the Participant’s Taxable Year, the Compensation is treated for
purposes of an election under this Section 2.02(B), as Compensation: (i) for the current Taxable
Year in which the final payroll period commenced; or (ii) for the subsequent Taxable Year in which
the Employer pays the Compensation, as the Employer elects in its Adoption Agreement. This Section
2.02(B)(6) does not apply to Compensation for services performed over any period other than the
final payroll period as described herein, including an annual bonus. If the Employer amends its
Adoption Agreement after December 31, 2007, to alter the timing rule of this Section 2.02(B)(6),
any such amendment may not take effect until 12 months after the later of the date the amendment is
executed and is effective. If the Plan is a restated Plan, whatever election the Employer makes in
it Adoption Agreement on or before December 31, 2007, applies to any period spanning 2005 through
2007, as applicable, unless the Employer indicates otherwise in its election.




          (7) Separation Pay/Window Program. If the Participant’s election relates to Separation Pay
(based on voluntary or involuntary Separation from Service) and the Separation Pay is the subject
of bona-fide, arm’s length negotiations at the time of Separation from Service, the Participant may
make an election under this Section 2.02(B) at any time up to the time that the Participant has a
Legally Binding Right to the




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Separation Pay. This Section 2.02(B)(7) does not apply to any Separation Pay to which the
Participant obtained a Legally Binding Right before the negotiations at the time of Separation from
Service, including a right to payment subject to a condition. If the Separation Pay results from a
Window Program, the Participant may make the election at any time up to the time that the
Participant’s election to participate in the Window Program becomes irrevocable.




          (8) Fiscal Year Employer. In the event that the Employer’s Taxable Year is a not the same as
the Participant’s Taxable Year, a Participant may elect to defer Compensation which is co-extensive
with one or more of the Employer’s consecutive Taxable Years, and no amount of which is paid or
payable during the Employer’s Taxable Year or Years constituting the period of service, by making
an election no later than the end of the Employer’s Taxable Year which precedes the Employer’s
first Taxable Year in which the Participant performs the service for which the Compensation is
payable.




     (C) Election Changes/ Irrevocability. The Employer in its Adoption Agreement will elect
whether a Participant’s Elective Deferral election made prior to the Section 2.02(B) deadline
becomes irrevocable as to a Taxable Year: (i) following the last day on which a Participant may
make an election under Section 2.02(B) for such Taxable Year; or (ii) if earlier, when the
Participant makes the election for a Taxable Year. For this purpose, a Participant’s Elective
Deferral election is considered made when the Employer accepts the election. If the Employer elects
to permit changes to an election up to the Section 2.02(B) election deadline, a Participant may
make any number of changes to his/her Elective Deferral election during the period prior to the
election becoming irrevocable. If the Employer elects in its Adoption Agreement and under Section
2.02(D) that a Participant’s election is continuing, the Participant is deemed to have made an
irrevocable election as to each Taxable Year on the last day that the Participant could have made
an election under Section 2.02(B). As such, the Participant may revoke or modify a continuing
election for a Taxable Year up to the date that such election is deemed made and irrevocable for
that Taxable Year. A change payment election under Section 4.02(B) or a permissible acceleration
under Section 4.02(C)(3) does not render an Elective Deferral election and an accompanying initial
payment election under Section 4.02(A) revocable within the meaning of this Section 2.02(C).



     (D) Election Duration/Cancellation. As the Employer elects in its Adoption Agreement, a
Participant’s Elective Deferral election remains in effect: (i) only for the duration of the
Taxable Year for which the Participant makes the election; or (ii) for the duration of the Taxable
Year for which the Participant makes the election and for all subsequent Taxable Years unless the
Participant executes a subsequent timely election, modification or revocation. A Participant,
subject to Plan requirements regarding election timing, may make a new election, or may revoke or
modify an existing election effective no earlier than for the next Taxable Year, provided that
under Section 4.02(C)(3), a Participant may cancel an existing and otherwise irrevocable election
for a Taxable Year at any time following the Participant’s receipt of an Unforeseeable Emergency
distribution or of a distribution from the Employer’s 401(k) plan based upon hardship within the
meaning of Treas. Reg. §1.401(k)-1(d)(3).



     (E) “Non-Elections” or Deemed Compliance.



          (1) Linkage to Qualified or Certain Foreign Plans. The following are not elections under
Section 2.02(B): (i) the amount of Compensation Deferred under this Plan is determined under a
formula for determining benefits under the Employer’s qualified plan or broad-based foreign
retirement plan (but applied without regard to Code or foreign law imposed limitations); or (ii)
the amount of Compensation Deferred under this Plan is offset by some or all benefits provided
under the Employer’s qualified plan or broad-based foreign plan and where in either case the amount
of Compensation Deferred under the Plan increases on account of changes in the Code or foreign law
imposed benefit limitations applicable to the qualified plan or foreign plan, provided in either
case such operation does not result in a change in the time or form for payment
under this Plan and that the change in the amounts of Compensation Deferred do not exceed the
change in amounts deferred under the qualified plan or foreign plan.




          (2) Actions/Inactions (including Wraparound Elections). The following Participant actions or
in actions are not elections under Section 2.02(B), even if they result in an increase in
Compensation Deferred under the Plan: (i) election or non-election under the Employer’s qualified
plan or broad-based foreign plan as to receipt of a subsidized or ancillary benefit under such
plans; (ii) an amendment of such other plans’ benefits to add or remove a subsidized or ancillary
benefit or to freeze or limit future accruals under the




			
	 	 	 
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qualified plan or foreign plan or to reduce
existing benefits under the foreign plan; or (iii) a Participant’s Wraparound Election, provided in
all cases such action or inaction does not result in a change in the time or form for payment under
this Plan and that under clauses (i) and (ii) above, the change in the amounts of Compensation
Deferred do not exceed the change in amounts deferred under the qualified plan or foreign plan.




          (3) Elections under a Cafeteria (125) Plan. If a Participant who is also a participant in a
cafeteria (Code §125) plan of the Employer, changes an election under the cafeteria plan with the
result that the amount of Compensation Deferred under this Plan changes on account of an increase
or decrease in Compensation under this Plan as a result of the cafeteria plan election, the
cafeteria plan election is not an election for purposes of Section 2.02(B).




          (4) USERRA Rights. The requirements of Section 2.02(B) are deemed satisfied as to any Elective
Deferral election (including an initial payment election) which the Plan provides to satisfy the
requirements of USERRA.




          (5) Annualizing Recurrent Partial Year Compensation. If a Participant is receiving recurring
part-year Compensation, the Participant’s election to defer all or a portion of such Compensation
to be earned during a particular service period is deemed to satisfy the requirements of Section
2.02(B) if the Participant makes the election before the services giving rise to the Compensation
begin and the election does not defer payment of any of such Compensation to a date beyond the last
day of the 13th month following the first date of the service period. For purposes of
this Section 2.02(E)(5), recurring part-year Compensation means Compensation paid for services
rendered as to a position the Participant and the Employer reasonably anticipate will continue on
similar terms and on similar conditions in subsequent years, and will require services to be
provided in successive service periods, each of which comprises less than 12 months and each of
which begins in one Taxable Year of the Participant and ends in the next Taxable Year. This Section
2.02(E)(5) applies only once to Compensation Deferred such that the same amount may not again be
treated as recurring part-year Compensation and subject to a second deferral election.




     2.03 Nonelective Contributions. The Employer will specify in its Adoption Agreement whether
the Employer will or may make Nonelective Contributions to the Plan, and the terms and conditions
applicable to any Nonelective Contributions.



     2.04 Matching Contributions. The Employer will specify in its Adoption Agreement
whether the Employer will or may make Matching Contributions to the Plan, and the terms and
conditions applicable to any Matching Contributions.



     2.05 Actual or Notional Contribution. The Employer will specify in its Adoption Agreement
whether it will make any Employer Contribution as a notional contribution or as an actual
contribution. If the Employer establishes the Trust, any Employer Contributions to the Trust will
be actual contributions.



     2.06 Allocation Conditions. The Employer will specify in its Adoption Agreement or an exhibit
thereto any employment or other condition applicable to the allocation of Employer Contributions
for a Taxable Year.



     2.07 Timing. The Employer may elect to make any Employer Contribution for a Taxable Year at
such times as Code §409A or Applicable Guidance may permit. The Employer is not required to
contribute any actual contribution (or to post any notional contribution) to an Account at the time
that the Employer makes its contribution election.



     2.08 Administration. The Employer will administer all Employer Contributions in the same
manner as Elective Deferrals, and will treat the Employer’s election to make Employer Contributions
as an Elective Deferral election, except as the Plan otherwise provides. If the Employer
establishes the Trust, the Employer will remit any Elective Deferrals to the Trust and will make
any Employer Contributions to the Trust. Any Employer Contribution is not subject to an immediate
Participant right to elect a cash payment in lieu of the Employer Contribution and such amounts are
payable only in accordance with the Plan terms.



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III. VESTING AND SUBSTANTIAL RISK OF FORFEITURE




     3.01 Vesting Schedule or other Substantial Risk of Forfeiture. The Employer will specify in
its Adoption Agreement any vesting schedule or other Substantial Risk of Forfeiture applicable to
Participant Accounts. If the Plan is an Ineligible 457 Plan, the Employer must specify a
Substantial Risk of Forfeiture.



     3.02 Immediate Vesting on Specified Events. The Employer will specify in its Adoption
Agreement whether a Participant’s Account is Vested without regard to Years of Service if the
Participant Separates from Service on or following Retirement Age, or as a result of death,
Disability, or other events.



     3.03 Application of Forfeitures. A Participant will forfeit any non-Vested Accrued Benefit
(where vesting is based on a service condition) upon Separation from Service. A Participant will
forfeit any other non-Vested Accrued Benefit when the condition constituting a Substantial Risk of
Forfeiture can no longer be satisfied, such as its expiration date. The Employer will specify in
its Adoption Agreement how it will apply Participant forfeitures under the Plan.



IV. BENEFIT PAYMENTS




     4.01 Payment Events. The Employer in its Adoption Agreement will specify the Plan permissible
payment events as all or some of the following payment events affecting a Participant: (i)
Separation from Service; (ii) death; (iii) Disability; (iv) a Specified Time or pursuant to a Fixed
Schedule; (v) Change in Control; or (vi) Unforeseeable Emergency. As to payment events (i),
(ii),(iii) (v) and (vi), the Plan will pay to the Participant the Vested Accrued Benefit held in
the Participant’s Account on the applicable payment event or on another specified payment date as
provided in Section 4.01(A). Payment will commence at the time and payment will be made in the form
and medium specified under Section 4.02. See Section 4.02 as to payment elections, including as to
payment events under this Section 4.01.



     (A) Payment on Objective and Nondiscretionary (Specified) Payment Date(s). The Plan or an
initial payment election or change payment election must provide for a payment date that the
Employer, at the time of the payment event, can determine objectively and without the exercise of
discretion. Such payment date may, but need not, coincide with a payment event, but any payment
date must be on or following and must relate to a Plan payment event.



          (1) Payment Schedule as Payment Date. A specified payment date may include a payment schedule
which is objectively determinable and nondiscretionary based on the date of the payment event and
that would qualify as a Fixed Schedule if the payment event were a fixed date. An election of a
payment schedule must be made at the time of the election of the payment event.




          (2) Designation
of Year or Other Period. A specified payment date or a specified payment
schedule with regard to any payment event other than a Specified Time or pursuant to a Fixed
Schedule may include: (i) a Participant’s Taxable Year or Years; or (ii) a designated period of
time but only if the designated period both begins and ends within one Taxable Year of the
Participant or the designated period is not more than 90 days and the Participant does not have the
right to designate the Taxable Year of payment except under a change payment election under Section
4.02(B). For purposes of clause (ii), this includes designation of payment on or before the last
date of the designated (maximum 90 day) period but after the payment event occurs.




          (3) Deemed Payment Date. If the Adoption Agreement or any such election provides for payment
only in a designated Taxable Year or Years, the payment date is deemed to be January 1 of that Year
or Years. If the Adoption Agreement or any such election provides for payment only in a designated
period, the payment date is deemed to be the first day in the relevant period.




     (B) Payment Event Default. This Section 4.01(B) applies if the Employer in its Adoption
Agreement fails to elect one or more payment events described in this Section 4.01, if a
Participant or the Employer under Section 4.02 fails to elect one of more payment events where the
Adoption Agreement affords them such an election, or if the Employer under Section 4.06 rejects the
election and the Participant does not timely file a new election the Employer accepts. In such
event, the Plan will pay the affected Participant’s Vested Benefit



			
	 	 	 
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held in the Participant’s Account following the
earlier of the Participant’s Separation from Service or death. See Section 4.02(A)(5) as to the
applicable default for the time, form and medium of such payments. If this default provision
applies, the default payment is deemed to be an initial payment election under the Plan.




     (C) Multiple Payment Events; Sequencing. The Plan or an initial payment election or a change
payment election may provide for more than one permissible payment event and may provide for
payment upon the earliest or latest of more than one permissible payment event. See Section
4.02(A)(4) as to limitations on the number of time and form of payment elections which may apply to
a single payment event. In a Separation Pay Plan, the Plan or any election may provide for any
payment only upon Separation from Service (including as a result of death or Disability).



     (D) Payment to Specified Employees. Notwithstanding anything to the contrary in the Plan or in
a Participant or Employer payment election, the Plan may not make payment, based on Separation from
Service to a Participant who, on the date of Separation from Service is a Specified Employee,
earlier than 6 months following Separation from Service (or if earlier, upon the Specified
Employee’s death), except as permitted under this Section 4.01(D). This limitation applies
regardless of the Participant’s status as a Specified Employee or otherwise on any other date
including the next Specified Employee effective date had the Participant continued to render
services through such date. The Employer, operationally and without any direct or indirect
Participant election, will elect whether any payments that otherwise would be payable to the
Specified Employee during the foregoing 6 month period: (i) will be accumulated and payment delayed
until the first day of the seventh month that is after the 6 month period; or (ii) will be delayed
by 6 months as to each installment otherwise payable during the 6 month period. This Section
4.01(D) does not apply to payments made on account of a domestic relations order, payments made
because of a conflict of interest, or payment of employment taxes, all as described in Treas. Reg.
1.409A-3(i)(2)(i). This Section 4.01(D) also does not apply to any reimbursement or in-kind benefit
which is Separation Pay but which is not Deferred Compensation under Section 1.18(A).



     (E) Deemed Separation of Contractor. The Employer in its Adoption Agreement may elect to apply
the special payment timing rules in this Section 4.01(E) as to Contractors. Compliance with this
Section 4.01(E) results in the Contractor being deemed to have incurred a Separation from Service
under Section 1.39. Under this Section 4.01(E): (i) the Plan will not pay a Contractor’s Account,
or any portion thereof, before a date that is at least 12 months after the expiration of the
contract (or all contracts) under which the Contractor performs services for the Employer; and (ii)
no amount payable under clause (i) will be paid to the Contractor if the Contractor (whether as a
Contractor or an Employee) performs services for the Employer after the contract(s)’ expiration and
before the payment date.



     4.02 Timing, Form and Medium/ Payment Elections. Unless the Employer under Section 4.02(A)
and/or 4.02(B) permits Employer or Participant elections, the Employer (in addition to its election
of permissible payment events under Section 4.01) will elect in its Adoption Agreement the
permissible: (i) payment timing; (ii) payment form (lump-sum, installments, annuity or other form,
including a combination thereof); and (iii) payment medium (cash or property) applicable to Plan
Accounts (all of which elections are collectively, “payment elections”). Until the Plan pays a
Participant’s entire Vested Accrued Benefit, the Plan will continue to credit the Participant’s
Account with Earnings, in accordance with Section 5.02(A) or Section 5.03(B) as applicable. A
permissible payment medium election may, but is not required to be, made at the same time as the
initial payment election or change payment election, but must be made a
reasonable time before any payment date. No election as to payment medium may change the time
or form of payment.



     (A) Initial Payment Election. The Employer will elect in its Adoption Agreement: (i) whether a
Participant or the Employer may make an initial payment election or whether there are no
Participant or Employer initial payment elections and the payment events, timing, form and medium
are controlled by the Employer’s Adoption Agreement elections; and (ii) whether any Participant
payment election applies to all Account types or only applies to a Participant’s Elective Deferral
Account. A Participant must make any permissible initial payment election on a form the Employer
provides for that purpose.



          (1) No elections are a Deemed Initial Election. If the Employer elects in its Adoption
Agreement not to provide any Participant or Employer initial payment elections, the elected
Adoption Agreement and applicable Plan provisions constitute an initial payment election under the
Plan.




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          (2) Timing.




               (a) Participant Election. A Participant must make an initial payment election at the time of
the Participant’s Elective Deferral election under Section 2.02(B), or in the absence of such an
Elective Deferral election but where the Participant may make an initial payment election as to
Employer Contributions, within the same time period as such an Elective Deferral election would be
permitted.



               (b) Employer Election. The Employer must make an initial payment election as to a Participant
at the time that the Employer grants a Legally Binding Right to Deferred Compensation to the
Participant, or, if later, by the time that the Participant would have had to make such election,
if the Plan had permitted the Participant to make such an election. In the case of a newly eligible
Participant or a new Plan described under Section 2.02(B)(2), the Employer must make the initial
payment election no later than 30 days after the date the Employee or Contractor becomes a
Participant and the pro ration provisions of Section 2.02(B)(2)(c) do not apply to such Employer
election.



          (3) Future Deferred Compensation and Earnings. A payment election may apply only to the
Deferred Compensation that is the subject of the Elective Deferral election or the Employer
Contribution or may apply to such Deferred Compensation and to all future Deferred Compensation, as
the payment election indicates. A payment election separately may apply to Deferred Compensation
and to the Earnings thereon provided that the Plan credits Earnings at least annually.




          (4) Limitations on Payment Time and Form; Multiple Payment Events. Except as otherwise
provided in this Section 4.02(A)(4), the Plan or a payment election may designate only one time and
form of payment for each of the following payment events: Separation from Service, Disability,
death or Change in Control.




               (a) Disability, Death or Change in Control. In the case of payment in the event of
Disability, death or Change in Control, the Plan or payment election may provide for one time
and/or method of payment if the event occurs on or before one specified date and may provide for an
alternative time and form of payment if the event occurs after the specified date.



               (b) Separation From Service. In the case of payment in the event of Separation from Service,
the Plan or payment election may provide for an alternative time and form of payment where: (i)
Separation from Service occurs within a limited period of time not exceeding two years following a
Change in Control; (ii) Separation from Service occurs before or after a specified date or
Separation occurs before or after the combination of a specified date and a specified period of
service determined under a predetermined, nondiscretionary objective formula or pursuant to the
method for crediting service under a qualified plan of the Employer (but not both of the options
under clause (ii)); and Separation from Service which is not described in clause (i) or (ii).
However, neither the Plan nor a payment election may provide for a different time and form of
payment based on whether Separation from Service is Voluntary or Involuntary or based on the
Participant’s marital status at the time of Separation from Service.



               (c) Unforeseeable Emergency. If the Employer in its Adoption Agreement elects to permit
Unforeseeable Emergency as a payment event, a Participant at any time may request payment based on
Unforeseeable Emergency by submitting to the Employer a form the Employer provides for this
purpose. The Plan will make payment to the Participant within 90 days following the Employer’s
acceptance of the Participant’s Unforeseeable Emergency payment request. If that 90-day period
spans more than one Taxable Year of the Participant, the Participant will not have any discretion
over the Taxable Year of payment. See Section 1.51 as to additional requirements relating to an
Unforeseeable Emergency payment.



               (d) Addition, Change or Deletion of Time and Form. The addition, change, or deletion of an
alternative time and form of payment (after the initial payment election has become irrevocable) as
permitted under this Section 4.02(A)(4) is a change payment election subject to Section 4.02(B) and
is subject to Section 4.02(C).



          (5) Time, Form and Medium Default. If the Participant or the Employer as applicable has the
right to make an initial payment election but fails to do so, or if the Employer rejects the
Participant’s election under Section 4.06 and the Participant does not make a new timely election
the Employer accepts, the Plan




			
	 	 	 
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will pay the affected Participant’s Vested Accrued Benefit attributable to the non-election under
this default provision, in a lump-sum cash payment 13 months following the earliest event
permitting payment of the Participant’s Account under Section 4.01 (including, if applicable, the
default payment events under Section 4.01(B)). If this default provision applies, the default
payment is deemed to be an initial payment election under the Plan.




     (B) Change Payment Election. The Employer will elect in its Adoption Agreement whether the
Employer or a Participant may make a change payment election under this Section 4.02(B). If the
Plan permits change elections, the Employer in its Adoption Agreement will elect whether to limit
the number of change payment elections. If the Plan permits a Participant or the Employer to change
existing payment elections (initial or change payment elections) as to any or all Deferred
Compensation, including any Plan specified initial payment election or a default payment applicable
in the absence of an actual initial payment election, any such change payment election must comply
with this Section 4.02(B). A change payment election may add or delete payment events, may delay
payment and/or may change the form of payment, provided the change does not result in an
impermissible acceleration under Section 4.02(C). The Employer in its Adoption Agreement will elect
whether a Beneficiary following a Participant’s death may make a change payment election under this
Section 4.02(B). A Participant’s change of Beneficiary is not a change payment election provided
that the time and method of payment is not otherwise changed. See Section 4.02(B)(3) as to changes
of Beneficiary where the payment method is a life annuity. A Participant or Beneficiary must make
any change payment election on a form the Employer provides for such purpose.



          (1) Conditions on Change Payment Elections.





               (a) Election Timing/Deferral of Payment. Any change payment election: (i) may not take effect
until at least 12 months following the date the change payment election is made; (ii) if the change
payment election relates to a payment based on Separation from Service or on Change in Control, or
if the payment is at a Specified Time or pursuant to a Fixed Schedule, the change payment election
must result in payment being made not earlier than 5 years following the date upon which the
payment otherwise would have been made (or, in the case of a life annuity or installment payments
treated as a single payment, 5 years from the date the first amount was scheduled to be paid); and
(iii) if the change payment election relates to payment at a Specified Time or pursuant to a Fixed
Schedule, the Participant or Employer must make the change payment election not less than 12 months
prior to the date the payment is scheduled to be made (or, in the case of a life annuity or
installment payments treated as a single payment, 12 months prior to the date the first amount was
scheduled to be paid).




               (b) Application of Other Rules. A change payment election must satisfy the Plan provisions
applicable to initial payment elections under Section 4.02(A)(4) related to multiple payment events
and Section 4.02(A)(3) regarding scope and Earnings also applies to change payment elections. For
purposes of application of Section 4.02(A)(4), Section 4.02(B)(1)(a) applies separately as to each
Payment described under Section 4.02(B)(2) and due upon each payment event.




               (c) Rejection. If the Employer under Section 4.06 rejects a Participant or Beneficiary change
payment election, the Participant’s initial payment election or deemed initial payment election
continues to apply unless and until the Participant makes another change payment election which the
Employer accepts.




               (d) USERRA Rights. The requirements of Section 4.02(B) are deemed satisfied as to any change
payment election which the Plan provides to satisfy the requirements of USERRA. Such elections are
not an acceleration under Section 4.02(C).



          (2) Definition of “Payment.” Except as otherwise provided in Section 4.02(B)(3), a “payment”
for purposes of applying Section 4.02(B)(1) is each separately identified amount the Plan is
obligated to pay to a Participant on a determinable date and includes amounts paid for the benefit
of the Participant. An amount is “separately identified” only if the amount is objectively
determinable under a nondiscretionary formula. A payment includes the provision of any taxable
benefit, including payment in cash or in-kind. A payment includes, but is not limited to, the
transfer, cancellation or reduction of an amount of Deferred Compensation in exchange for benefits
under a welfare benefit plan, fringe benefits excludible under Code §§119 or 132, or any other
benefit that is excluded from gross income. In the case of a Specified Time or a




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Nonqualified Deferred Compensation Prototype Plan



Fixed Schedule, “payment” for purposes of Section 4.02(B)(1) means as further described in Treas.
Reg. §1.409A-3(i)(1).




          (3) Life Annuities and Installment Payments.





               (a) Life Annuities. A life annuity is treated as a single payment. For purposes of this
Section 4.02(B)(3), a “life annuity” is a series of substantially equal periodic payments, payable
not less frequently than annually, for the life (or life expectancy) of the Participant, or the
joint lives (or life expectancies) of the Participant and of his/her Beneficiary. A change of
Beneficiary which occurs before the initial payment of a life annuity is not a change payment
election. A change in the form of payment before any annuity payment has been made from one type of
life annuity to another with the same scheduled date for the first payment is not subject to the
change payment election requirements provided that the annuities are actuarially equivalent
applying reasonable actuarial assumptions and that at any given time, the same actuarial
assumptions and methods are used to value each annuity. The requirement of actuarial equivalence
applies for the duration of the Participant’s participation in the Plan such that the annuity
payment must be actuarially equivalent at all times for the annuity payment options to be treated
as a single time and method of payment. The Plan over time may change actuarial assumptions and
methods provided such methods and assumptions are reasonable. The following features are
disregarded in determining if the payment is a life annuity but are taken into account in
determining if one life annuity is the actuarial equivalent of another: (i) term certain features
under which payments continue for the longer of the annuitant’s life or for a fixed period of time;
(ii) pop-up features under which payments increase upon the death of the Beneficiary or other event
which eliminates the survivor annuity; (iii) cash refund features under which there is a payment on
the death of the last annuitant in an amount not greater than the excess of the present value of
the annuity at the annuity starting state over the total payments before the last annuitant’s
death; (iv) a feature under which the annuity provides higher periodic payments before the expected
commencement of Social Security or Railroad Retirement Act benefits and lower payments after the
expected commencement of such benefits, such the combined payments are approximately level before
and after the expected commencement date; and (v) features providing for a cost-of-living increase
in the annuity payment in accordance with Treas. Reg. §1.409A-6, Q & A-14(A)(1) or (2). A joint and
survivor annuity does not fail to be actuarially equivalent to a single life annuity solely due to
the value of a subsidized survivor benefit provided the annual lifetime annuity to the Participant
is not greater than the annual lifetime benefit to the Participant under the single life annuity
 and the annual survivor annuity benefit is not greater than the annual lifetime annuity to the
Participant under the joint and survivor annuity.




               (b) Installments. The Employer in its Adoption Agreement will elect whether to treat a series
of installment payments which are not a life annuity as a single payment or as a series of separate
payments. If the Employer fails to so elect, the Employer must treat the installments as a single
payment. Any election to treat installments as separate payments applies at all times with respect
to the amount deferred. For purposes of this Section 4.02(B)(3), a “series of installment payments”
means payment of a series of substantially equal periodic amounts to be paid over a predetermined
number of years, except to the extent that any increase in the payment amounts reflects reasonable
Earnings through the date of payment. For this purpose, a series of installment payments over a
predetermined period and: (i) a series of installments over a shorter or longer period; and (ii) a
series of installments over the same period but with a difference commencement date, are different
times and methods of payment and a change in the predetermined period or commencement date is
subject to this Section 4.02(B). An installment payment does not fail to be an installment solely
because the plan provides for an immediate payment of all remaining installments if the present
value of the Deferred Compensation to be paid in the remaining installments falls below a
predetermined amount, and the immediate payment in not an acceleration under Section 4.02(C)
provided that the payment election establishes this feature, including the predetermined amount
triggering immediate payment and that any change to the feature is subject to this Section 4.02(B).
If the Plan is a restated Plan, whatever election the Employer makes in it Adoption Agreement on or
before December 31, 2007, applies to any period spanning 2005 through 2007, as applicable, unless
the Employer indicates otherwise in its election.




          (4) Coordination with Anti-Acceleration Rule. The definition of “payment” in Sections
4.02(B)(2) and (3) also applies to Section 4.02(C). A change payment election may change the form
of payment to a more rapid schedule (including a change from installments to a lump-sum payment)
without violating Section 4.02(C), provided any such change remains subject to the change payment
election provisions under this Section 4.02(B).



			
	 	 	 
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          (5) Multiple Payment Events. If the Plan permits multiple payment events, the change payment
election provisions of Section 4.02(B)(1) apply separately as to each payment due upon each payment
event. The addition or deletion of a permissible payment event to Deferred Compensation previously
deferred is subject to the change election provisions of Section 4.02(B)(1) where the additional
event may cause a change in the time or form of payment. However the addition of death, Disability
or Unforeseeable Emergency as an “earliest of” payment event is not a change payment election and
is not an impermissible acceleration under Section 4.02(C).




          (6) Domestic Relations Orders. An election, pursuant to or reflected in a domestics relations
order under Code §414(p)(1)(B), by someone other than the Participant, as to payments to a person
other than the Participant, is not a change payment election subject to this Section 4.02(B).




          (7) Certain Payment Delays not Subject to Change Payment Election Rules. The Employer
operationally will elect whether to apply the some or all of the following payment delay
provisions. The Employer in applying such provisions must treat all payments to similarly situated
service providers on a reasonably equivalent basis. If applicable, these provisions do not result
in the Plan failing to provide for payment upon a permissible event as Code §409A requires nor are the delays treated as a change
payment election under this Section 4.02(B).





               (a) Non-deductible Payment. The Plan may delay payment to a Participant if the Employer
reasonably anticipates that the Employer’s deduction for the scheduled payment of the Participant’s
Deferred Compensation will be barred under Code §162(m). In such event, the Plan (without any
Participant election as to timing) will pay such Deferred Compensation either in the Participant’s
first Taxable Year in which the Employer reasonably anticipates or should reasonably anticipate
that Code §162(m) will not apply or during the period beginning on the date the affected
Participant Separates from Service and ending on the later of the last day of the Participant’s
Taxable Year in which the Separation occurs or the 15th day of the third month following
the Separation. If the Employer fails to delay under this Section 4.02(B)(7)(a) all scheduled
payments during a Taxable Year which could be so delayed, the Employer’s delay of any payment is a
change payment election subject to this Section 4.02(B). If the Employer delays payment until the
Participant’s Separation from Service, the payment is considered as made based on Separation from
Service for purpose of application of Section 4.01(D) and payment to a Specified Employee will be
made on the date that is six months after Separation from Service.




               (b) Securities or Other Laws. The Plan may delay payment to a Participant if the Employer
reasonably anticipates that the payment will violate Federal securities law or other applicable
law. The Plan will pay such Deferred Compensation at the earliest date at which the Employer
reasonably anticipates that the payment will not cause a violation of such laws. For purposes of
this Section 4.02(B)(7)(b), a violation of “other applicable law” does not include a payment which
would cause inclusion of the Deferred Compensation in the Participant’s gross income or which would
subject the Participant to any Code penalty or other Code provision.




               (c) Change in Control. The Plan may delay payment to a Participant related to a Change in
Control and that occur under the circumstances described in Treas. Reg. 1.409A-3(i)(5)(iv).




               (d) Other. The Plan may delay payment to a Participant upon such other events as Applicable
Guidance may permit.



     (8) Extension of Short-Term Deferral. A Participant who, after the deadline for an
initial payment election under Section 4.02(A)(2)(a), makes an election to defer payment of
an amount which, but for the election, would be a short-term deferral under Treas. Reg.
1.409A-1(b)(4) and not subject to 409A, makes a change payment election subject to this
Section 4.02(B) and in applying Section 4.02(B), the Plan treats the scheduled payment date
as the date the Substantial Risk of Forfeiture lapses; provided that a Participant making
such an election may provide for payment upon a Change in Control without regard to the 5
year requirement under clause (ii) of Section 4.02(B)(1)(a).




     (C) No Acceleration.




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     07/07



 









 









Nonqualified Deferred Compensation Prototype Plan




          (1) General Rule. No person may accelerate the time or schedule of any Plan payment or amount
scheduled to be paid under the Plan. For this purpose, the payment of an amount substituted for the
Deferred Compensation is a payment of the Deferred Compensation, as provided in Treas. Reg.
§1.409A-3(f).




          (2) Not an Acceleration. Certain actions as described in Treas. Reg. §§1.409A-3(j)(1), (2),
(3), (5) and (6) are not an acceleration including: (i) certain payments made as a result of an
intervening payment event and made in accordance with Plan provisions or pursuant to an initial
payment election under Section 4.02(A) or a change payment election under Section 4.02(B); (ii) the
Employer’s waiver or acceleration of the satisfaction of any condition constituting a Substantial
Risk of Forfeiture provided that payment is made only upon a permissible payment event; (iii) the
addition of death, Disability or Unforeseeable Emergency as payment events where such addition
results in an earlier payment than would have occurred without the addition of such events (iv) an
election to change Beneficiaries (including before the commencement of a life annuity) the if the
time and form of payment does not change (except where under a life annuity a change in time of
payments results solely from the different life expectancy of the new Beneficiary); (v) a decrease
in the Compensation Deferred under the Plan as a result of certain linkage to qualified plans or
broad-based foreign plans or certain other actions or inactions, including related to Wraparound
Elections; or (vi) a change to a cafeteria plan election (under Code §125(d)) resulting in a change
in the Compensation Deferred under this Plan.




          (3) Permissible Accelerations/ Including Cash-Out. Notwithstanding Section 4.02(C)(1), the
Employer in its sole discretion and without any Participant discretion or election, operationally
may elect accelerations of the time or schedule of payment from the Plan in any or all of the
circumstances described in Treas. Reg. §§1.409A-3(j)(4)(ii) through (xiv). Such circumstances
include, but are not limited to, the mandatory lump-sum payment of the Participant’s entire Vested
Accrued Benefit at any time provided that the Employer evidences its discretion to make such
payment in writing no later than the date of payment, the payment results in the termination and
liquidation of the Participant’s interest under the Plan and under all Aggregated Plans, and the
payment amount does not exceed the applicable dollar amount under Code §402(g)(1)(B). The Employer
in applying this Section 4.02(C)(3) must treat all similarly situated service providers on a
reasonably equivalent basis. See Section 6.03 as to Plan termination which also results in a
permissible acceleration.




     4.03 Withholding. The Employer will withhold from any payment made under the Plan and from any
amount taxable under Code §409A, all applicable taxes, and any and all other amounts required to be
withheld under Applicable Guidance.



     4.04 Beneficiary Designation. A Participant may designate a Beneficiary (including one or more
primary and contingent Beneficiaries) to receive payment of any Vested Accrued Benefit remaining in
the Participant’s Account at death. The Employer will provide each Participant with a form for this
purpose and no designation will be effective unless made on that form and delivered to the
Employer. A Participant may modify or revoke an existing designation of Beneficiary by executing
and delivering a new designation to the Employer. In the absence of a properly designated
Beneficiary, the Employer will pay a deceased Participant’s Vested Accrued Benefit to the
Participant’s surviving spouse and if none, to the Participant’s then living lineal descendants, by
right of representation, and if none, to the Participant’s estate. If a Beneficiary is a minor or
otherwise is a person whom the Employer reasonably determines to be legally incompetent, the
Employer may cause the Plan or Trust to pay the Participant’s Vested Accrued Benefit to a guardian,
trustee or other proper legal representative of the Beneficiary. The Plan’s or Trust’s payment of
the deceased Participant’s Vested Accrued Benefit to the Beneficiary or proper legal representative
of the Beneficiary completely discharges the Employer, the Plan and Trust of all further
obligations under the Plan.



     4.05 Payments Treated as Made on Payment Date.



     (A) Certain Late Payments. The Plan’s payment of Deferred Compensation is deemed made on the
Plan required payment date or payment election required payment date even if the Plan makes payment
after such date, provided the payment is made by the latest of: (i) the end of the Taxable Year in
which the payment is due; (ii) the 15th day of the third calendar month following
the payment due date provided that the Participant is not able, directly or indirectly, to
designate the Taxable Year of payment; (iii) in case the Employer cannot calculate the payment
amount on account of administrative impracticality which is beyond



			
	 	 	 
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the Participant’s control (or the control of the Participant’s Beneficiary), in the first Taxable
Year of the Participant in which payment is practicable; (iv) in case the making of the payment on
the specified date would jeopardize the Employer’s ability to continue as a going concern, in the
first Taxable Year of the Participant in which the payment would not have such effect. The Employer
may cause the Plan or Trust to pay a Participant’s Vested Accrued Benefit on any date which
satisfies this Section 4.05(A) and that is administratively practicable following any Plan
specified payment date or the date specified in any valid payment election.




          (1) Change in Control. In the case of certain Change in Control events, as described in Treas.
Reg. §1.409A-3(i)(5)(iv), certain transaction based compensation paid on the same schedule and on
the same terms as apply to shareholders generally with respect the Employer’s stock or as the
payments to the Employer, is treated as paid on the designated payment date. Further, such payments
made within 5 years after the Change in Control event are deemed compliant with Sections 4.02(A)
and (B).




          (2) Disputed Payments. In the event of a dispute between the Employer and a Participant as to
whether Deferred Compensation is payable to the Participant or as to the amount thereof, or any
other failure to pay, payment is treated as paid on the designated payment date if such payment is
made in accordance with Treas. Reg. §1.409A-3(g).




     (B) Early Payments. The Employer also may cause the Plan or Trustee to pay on a date no
earlier than 30 days before the specified payment date provided the Participant is not able,
directly or indirectly, to designate the Taxable Year of the payment. Such “early” payments are not
an accelerated payment under Section 4.02(C).



     4.06 Payment Election Requirements. The term “payment election,” for purposes of this Section
4.06(B) and the Plan generally, means either an initial payment election under Section 4.02(A) or a
change payment election under Section 4.02(B).



     (A) Compliance with Plan Terms. All initial payment elections and change payment elections
must be consistent with the Plan and with the Adoption Agreement.



     (B) When Election is Considered Made; Irrevocability.



          (1) Participant Elections. A Participant’s payment election is not considered made for any
purpose under the Plan until both: (i) the Employer approves the election; and (ii) the election
has become irrevocable. A Participant’s payment election is always revocable until the Employer
accepts the election, which acceptance must occur within the time period described in Section 4.06(C). A
Participant’s payment election becomes irrevocable as the Employer elects in its Adoption
Agreement.




          (2) Employer Elections. The Employer’s payment election is not considered made for any purpose
under the Plan until the election has become irrevocable. The Employer’s initial payment election
is irrevocable after the last permissible date for making the election under Section 4.02(A)(2)(b).
The Employer’s change payment election relating to payment at a Specified Time or pursuant to a
Fixed Schedule is irrevocable after the last permissible date for making the election under Section
4.02(B)(1)(a). The Employer’s change payment election relating to payment based on any other
payment event (not a Specified Time or Fixed Schedule) remains revocable for 30 days following the
Employer’s execution of the change payment election.




          (3) Effect of Changes While Election is Revocable. Any change made to a payment election while
the election remains revocable is not a change payment election, either for purposes of Section
4.02(B)(1)(a) timing rules or in applying any Plan limit on the number of change payment elections
a Participant may make as to any amount of Deferred Compensation. Any modification to a payment
election after the election has become irrevocable is a change payment election (if made with
respect to an initial payment election) or is a new change payment election (if made with respect
to a change payment election).




          (4) Continuing Elections. If an initial payment election is continuing under Section
4.02(A)(3), such that it applies to Compensation Deferred in one or more Taxable Years beginning
after the first Taxable Year to which the payment election applies, the payment election is
revocable as to such future Taxable Years




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until the last permissible date under Section 402(A)(2)(b) for making the election with regard to such future Taxable Year or Years.




     (C) Employer Approval of Participant and Beneficiary Elections. The Employer expressly and in
writing must approve any Participant or Beneficiary payment election as to timing, form and medium,
even if the Plan and Adoption Agreement permit such election. The Employer, in its absolute
discretion, may withhold approval for any reason, including, but not limited to, non-compliance
with Plan terms. However, the Employer must approve or reject any such election within the time
period during which the Participant or Beneficiary would have had to make the election. If the
Employer does not so approve or reject a payment election, the election is deemed rejected within
such time period. With regard to initial payment elections, unless the Participant subsequently
makes a timely initial payment election the Employer accepts, the Employer will pay the
Participant’s Vested Accrued Benefit under the payment event, timing, form and medium default
provisions of Sections 4.01(B) and 4.02(A)(5).



     (D) Preservation of Pre-2008 Payment Elections. If the Plan is a restatement of a Plan which
was in effect before January 1, 2008, as to pre-2008 Deferred Compensation (and Earnings thereon)
which is a 409A Amount, the Plan preserves any 409A permissible payment elections under the Plan
which elections are not available under the Plan as to Compensation Deferred after 2007, subject to
any change payment election made as to such pre-2008 Deferred Compensation.



V. TRUST ELECTION AND PLAN EARNINGS




     5.01 Unfunded Plan. The Employer as it elects in its Adoption Agreement intends this Plan to
be an unfunded plan that is wholly or partially exempt under ERISA. No Participant, Beneficiary or
successor thereto has any legal or equitable right, interest or claim to any property or assets of
the Employer, including assets held in any Account under the Plan except as the Plan otherwise
permits. The Employer’s obligation to pay Plan benefits is an unsecured promise to pay. Any assets
held in Plan Accounts remain subject to claims of the Employer’s general creditors and no
Participant’s or Beneficiary’s claim to Plan assets has any priority over any general unsecured
creditor of the Employer. Except as otherwise provided in the Plan or Trust, all Plan assets,
including all incidents of ownership thereto, at all times will be the sole property of the
Employer.



     5.02 No Trust. Except as provided in its Adoption Agreement, this Plan does not create a trust
for the benefit of any Participant. If the Employer does not establish the Trust: (i) the Employer
may elect to make notional contributions in lieu of actual contributions to the Plan; and (ii) the
Employer may elect not to invest any actual Plan contributions. If the Employer elects to invest
any actual Plan contributions, such investments may be held for the Employer’s benefit in providing
for the Employer’s obligations under the Plan or for such other purposes as the Employer may
determine.



     (A) Earnings. If the Employer does not establish the Trust, the Employer will elect in its
Adoption Agreement whether the Plan periodically will credit actual or notional Plan contributions
with a determinable amount of notional Earnings (at a specified fixed or floating interest rate or
other specified index) or will credit or charge each Participant’s Account with the Earnings
actually incurred by the Account.



     (B) Investment Direction. If the Account is credited and charged with actual Earnings, the
Employer will specify in the Adoption Agreement whether the Employer or the Participant has the
right to direct the investment of the Participant’s Account and also may specify any limitations on
the Participant’s right of investment direction. If the Adoption Agreement provides for Employer
investment direction, the Employer may make any investment of Plan assets it deems reasonable or
appropriate. If the Adoption Agreement provides for Participant investment direction, this right is
limited strictly to investment direction and the Participant will not be entitled to the
distribution of any Account asset except as the Plan otherwise permits.



     5.03 Trust. If the Employer elects in its Adoption Agreement to create the Trust, the
applicable provisions of the Basic Plan Document continue to apply, including those of Section
5.01. The Trustee will pay Plan benefits in accordance with the Plan terms or upon the Employer’s
direction consistent with Plan terms.



			
	 	 	 
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     (A) Restriction on Trust Assets. If an Employer establishes, directly or indirectly, the Trust
(or any other arrangement Applicable Guidance may describe), the Trust and the Trust assets must be
and must remain located within the United States, except with respect to a Participant who performs
outside the United States substantially all services giving rise to the Deferred Compensation. The
Trust may not contain any provision limiting the Trust assets to the payment of Plan benefits upon
a Change in the Employer’s Financial Health, even if the assets remain subject to claims of the
Employer’s general creditors. For this purpose, the Employer, upon a Change in the Employer’s
Financial Health, may not transfer Deferred Compensation to the Trust. The Employer (and any member
of a controlled group which includes the Employer) during the “restricted period” also may not
transfer Deferred Compensation to the Trust and the Trust may not be restricted to payment of Plan benefits, to the extent
that such transfer or restriction would violate the at-risk limitation of Code §409A(b)(3). Any
Trust the Employer establishes under this Plan shall be further subject to Applicable Guidance,
compliance with which is necessary to avoid the transfer of assets to the Trust being treated as a
transfer of property under Code §83.



     (B) Trust Earnings and Investment. If the Employer establishes the Trust, the Trust earnings
provisions apply to all Plan contributions and constitute Earnings for purposes of the Plan. The
Trustee will invest the assets held in the Trust in accordance with the Trust terms but are not
subject to Participant direction of investment.



VI. MISCELLANEOUS




     6.01 No Assignment. No Participant or Beneficiary has the right to anticipate, alienate,
assign, pledge, encumber, sell, transfer, mortgage or otherwise in any manner convey in advance of
actual receipt, the Participant’s Account. Prior to actual payment, a Participant’s Account is not
subject to the debts, judgments or other obligations of the Participant or Beneficiary and is not
subject to attachment, seizure, garnishment or other process applicable to the Participant or
Beneficiary.



     6.02 Not Employment Contract. This Plan is not a contract for employment between the Employer
and any Employee who is a Participant. This Plan does not entitle any Participant to continued
employment with the Employer, and benefits under the Plan are limited to payment of a Participant’s
Vested Accrued Benefit in accordance with the terms of the Plan.



     6.03 Amendment and Termination.



     (A) Amendment. The Employer reserves the right to amend the Plan at any time to comply with
Code §409A, Treas. Reg. §1.409A and other Applicable Guidance or for any other purpose, provided
that such amendment will not result in taxation to any Participant under Code §409A. Except as the
Plan and Applicable Guidance otherwise may require, the Employer may make any such amendments
effective immediately.



     (B) Termination. The Employer may terminate, but is not required to terminate and liquidate
the Plan which includes the distribution of all Plan Accounts under the following circumstances:



          (1) Dissolution/Bankruptcy. The Employer may terminate and liquidate the Plan within 12 months
following a dissolution of a corporate Employer taxable under Code §331 or with approval of a
Bankruptcy court under 11 U.S.C. §503(b)(1)(A), provided that the Deferred Compensation is paid to
the Participants and is included in the Participants’ gross income in the latest of (or, if
earlier, the Taxable Year in which the amount is actually or constructively received): (i) the
calendar year in which the plan termination and liquidation occurs; (ii) the first calendar year in
which the amounts no longer are subject to a Substantial Risk of Forfeiture; or (iii) the first
calendar year in which the payment is administratively practicable.




          (2) Change in Control. The Employer may terminate and liquidate the Plan by irrevocable action
taken within the 30 days preceding or the 12 months following a Change in Control, provided the
Employer distributes all Plan Accounts (and must distribute the accounts under any Aggregated Plans
which plan the Employer also must terminate and liquidate as to each Participant who has
experienced the Change in Control) within 12 months following the date of Employer’s irrevocable
action to terminate and liquidate the Plan and Aggregated Plans. Where the Change in Control
results from an asset purchase transaction, the




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“Employer” with discretion to terminate and liquidate the Plan is the Employer that is primarily
liable after the transaction to pay the Deferred Compensation.




          (3) Other. The Employer may terminate the Plan for any other reason in the Employer’s
discretion provided that: (i) the termination and liquidation does not occur proximate to a
downturn in the Employer’s financial health; (ii) the Employer also terminates all Aggregated Plans
in which any Participant also is a participant; (ii) the Plan makes no payments in the 12 months
following the date of Employer’s irrevocable action to terminate and liquidate the Plan other than
payments the Plan would have made irrespective of Plan termination; (iii) the Plan makes all
payments within 24 months following the date of Employer’s irrevocable action to terminate and
liquidate the Plan; and (iv) the Employer within 3 years following the date of Employer’s
irrevocable action to terminate and liquidate the Plan does not adopt a new plan covering any
Participant that would be an Aggregated Plan.




          (4) Applicable Guidance. The Employer may terminate and liquidate the Plan under such other
circumstances as Applicable Guidance may permit.




     (C) Effect on Vesting. Any Plan amendment or termination will not reduce the Vested Accrued
Benefit held in any Participant Account at the date of the amendment or termination and will not
accelerate vesting except as the Employer may expressly provide for in connection with the
amendment or termination, provided that any such vesting acceleration does not subject any
Participant to taxation under Code §409A.



     (D) Cessation of Future Contributions. The Employer in its Adoption Agreement may elect at any
time to amend the Plan to cease future Elective Deferrals, Nonelective Contributions or Matching
Contributions as of a specified date. In such event, the Plan remains in effect (except those
provisions permitting the frozen contribution type) until all Accounts are paid in accordance with
the Plan terms, or, if earlier, upon the Employer’s termination of the Plan.



     6.04 Fair Construction. The Employer, Participants and Beneficiaries intend that this Plan in
form and in operation comply with Code 409A, the regulations thereunder, and all other present and
future Applicable Guidance. The Employer and any other party with authority to interpret or
administer the Plan will interpret the Plan terms in a manner which is consistent with Applicable
Law. However, as required under Treas. Reg. §1.409A-1(c)(1), the “interpretation” of the Plan does
not permit the deletion of material terms which are expressly contrary to Code §409A and the
regulations thereunder and also does not permit the addition of missing terms necessary to comply
therewith. Such deletions or additions may be accomplished only be means of a Plan amendment under
Section 6.03(A). Any Participant, Beneficiary or Employer permitted Elective Deferral election,
initial payment election, change payment election or any other Plan permitted election, notice or
designation which is not compliant with Applicable Law is not an “election” or other action under
the Plan and has no effect whatsoever. In the event that a Participant, Beneficiary or the Employer
fail to make an election or fail to make a compliant election, the Employer will apply the Plan’s
default terms under Sections 4.01(B) and 4.02(A)(5).



     6.05 Notice and Elections. Any notice given or election made under the Plan must be in writing
and must be delivered or mailed by certified mail, to the Employer, the Trustee or to the
Participant or Beneficiary as appropriate. The Employer will prescribe the form of any Plan notice
or election to be given to or made by Participants. Any notice or election will be deemed given or made as of
the date of delivery, or if given or made by certified mail, as of 3 business days after mailing.



     6.06 Administration. The Employer will administer and interpret the Plan, including making a
determination of the Vested Accrued Benefit due any Participant or Beneficiary under the Plan. As a
condition of receiving any Plan benefit to which a Participant or Beneficiary otherwise may be
entitled, a Participant or Beneficiary will provide such information and will perform such other
acts as the Employer reasonably may request. The Employer may cause the Plan to forfeit any or all
of a Participant’s Vested Accrued Benefit, if the Participant fails to cooperate reasonably with
the Employer in the administration of the Participant’s Plan Account, provided that this provision
does not apply to a bona fide dispute under Section 4.05(A)(2). The Employer may retain agents to
assist in the administration of the Plan and may delegate to agents such duties as it sees fit. The
decision of the Employer or its designee concerning the administration of the Plan is final and is
binding upon all persons having any interest in the Plan. The Employer will indemnify, defend and
hold harmless any Employee designated by the Employer to assist in



			
	 	 	 
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the administration of the Plan from any and all loss, damage, claims, expense or liability
with respect to this Plan (collectively, “claims”) except claims arising from the intentional acts
or gross negligence of the Employee.




     6.07 Account Statements. The Employer from time to time will provide each Participant with a
statement of the Participant’s Vested Accrued Benefit as of the most recent Valuation Date. The
Employer also will provide Account statements to any Beneficiary of a deceased Participant with a
Vested Accrued Benefit remaining in the Plan. Any such statements are for information purposes only
prior to an actual Plan payment, are subject to adjustment or correction, and are not binding upon
the Employer.



     6.08 Accounting. The Employer will maintain for each Participant as is necessary for proper
administration of the Plan, an Elective Deferral Account, a Matching Contribution Account, a
Nonelective Contribution Account, and separate sub-accounts reflecting 409A Amounts and
Grandfathered Amounts in accordance with Section 7.03.



     6.09 Costs and Expenses. Investment charges which will be borne by the Account to which they
pertain. The Employer will pay the other costs, expenses and fees associated with the operation of
the Plan, excluding those incurred by Participants or Beneficiaries. The Employer will pay costs,
expenses or fees charged by or incurred by the Trustee only as provided in the Trust or other
agreement between the Employer and the Trustee.



     6.10 Reporting. The Employer will report Deferred Compensation for Employee Participants on
Form W-2 for and on Form 1099-MISC for Contractor Participants in accordance with Applicable
Guidance.



     6.11 ERISA Claims Procedure. If this Plan is established as a “top-hat plan” within the
meaning of DOL Reg. §2520.104-23, the following claims procedure under DOL Reg. §2560.503-1
applies. For purposes of the Plan’s claims procedure under this Section 6.11, the “Plan
Administrator” means the Employer. A Participant or Beneficiary may file with the Plan
Administrator a written claim for benefits, if the Participant or Beneficiary disputes the Plan
Administrator’s determination regarding the Participant’s or Beneficiary’s Plan benefit. However, the Plan Administrator will cause the
Plan to pay only such benefits as the Plan Administrator in its discretion determines a Participant
or Beneficiary is entitled to receive. The Plan Administrator under this Section 6.11 will provide
a separate written document to affected Participants and Beneficiaries which explains the Plan’s
claims procedure and which by this reference is incorporated into the Plan. If the Plan
Administrator makes a final written determination denying a Participant’s or Beneficiary’s claim,
the Participant or Beneficiary must file an action with respect to the denied claim within 180 days
following the date of the Plan Administrator’s final determination.



VII. 409A AMOUNTS AND GRANDFATHERED AMOUNTS




     7.01 409A Amounts. The terms of this Plan control as to any 409A Amount.



     7.02
Grandfathered Amounts. A Grandfathered Amount remains subject to the terms of the Plan as
in effect before January 1, 2005, unless the Employer makes a material modification to the Plan as
described in Treas. Reg. §1.409A-6(a)(4).



     7.03 Separate Accounting/Earnings. The Employer will account separately for 409A Amounts and
for Grandfathered Amounts within each Participant’s Account. The Employer also will account
separately for Earnings on the 409A Amounts and Earnings on the Grandfathered Amounts. Post-2004
Earnings on Grandfathered Amounts are included in the Grandfathered Amount.



* * * * * * * * * * * * * * *




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