exv10w1






Exhibit 10.1




SUPERVALU INC.

EXECUTIVE & OFFICER SEVERANCE PAY PLAN



SUPERVALU INC., a Delaware corporation, hereby establishes a severance pay plan for those employees
of SUPERVALU and its subsidiaries (the “Company”) in Pay Bands 0, 1 and 2, or Vice Presidents in
Pay Band 3 who have been elected by the Board of Directors as a corporate officer, pursuant to
this Plan document (the “Plan”). If and to the extent that any employees covered by this Plan are
also covered under the plan set forth in the document entitled “SUPERVALU INC. Severance Pay Plan
for Nonunion Associates” and dated June 2, 2008, as amended from time to time, this Plan shall
entirely replace and supersede such coverage effective May 2, 2009.



1. Purpose. The Plan provides severance benefits to certain employees of the Company whose
employment is involuntarily terminated without Cause, as that term is defined herein.



2. Effective Date. This Plan document is effective for any termination of employment of which a
participant (as defined in paragraph 3) is notified on or after May 2, 2009.



3. Participation. Unless excluded under paragraph 4, an employee of the Company becomes a
participant in the Plan if:





	 	(a)	 	at the time of termination, the employee is in Pay Bands 0, 1, 2 or is a Vice
President in Pay Band 3 who has been elected by the Board of Directors as a corporate
officer; and
	 
	 	(b)	 	the employee is involuntarily terminated without Cause, on or after the
effective date of this Plan, as that term is defined herein.




For purposes of subparagraph (b), Cause means:





     (i) the continued failure to substantially perform employee’s duties with the Company
(other than any such failure resulting from incapacity due to physical or mental illness),
after a written notice has been provided identifying the manner in which the employee has not
substantially performed employee’s duties, and after employee has had six months to improve
performance to Company’s expectations;




     (ii) the conviction of, or plea of guilty or nolo contendere to, a felony or the
employee’s engagement in conduct which, in the Company’s opinion, is materially and
demonstrably injurious to the Company;




     (iii) the commission of an act or acts of personal dishonesty intended to result in
substantial personal enrichment of the employee at the expense of the Company; provided,
however, that in no event shall Cause exist by virtue of any action taken by the employee in
compliance with express written directions of the Board, the Company’s Chief Executive
Officer, or the officer to whom the employee reports, or in reliance upon the express written
consent of the Company’s counsel; or



 









 






     (iv) employee’s failure to comply with Company policies relating to Code of Business
Conduct, Equal Employment Opportunities and Harassment, or Workplace Violence.




With respect to the Chief Executive Officer only, for a termination of employment to be for
Cause, the employee must be provided with a notice of termination within six (6) months after
the Company has actual knowledge of the act or omission constituting Cause, the employee must
be provided with an
opportunity to be heard by the Board no earlier than 30 days following the notice of
termination; and there must be a good faith determination of Cause by at least 2/3rds of the
non-employee outside directors of the Company.


Whether the termination meets the criteria for Cause outlined above will be determined by the
Company in its sole discretion based on all the facts and circumstances. The Company’s decision
will be final and binding.



A participant will continue in the Plan until the earliest of: (i) the date the participant has
been paid all the severance payments due under the Plan, (ii) the date the participant accepts
continuing employment with the Company in a classification other than a classification of employees
covered by this Plan, (iii) the date the participant’s employment is terminated under conditions
that do not qualify for benefits under this Plan, or (iv) the date of the participant’s death.



4. Exclusions. Even if an employee satisfies the requirements in paragraph 3, the employee will
not become a participant or receive benefits in this Plan if:





	 	(a)	 	employee is employed by SUPERVALU India;
	 
	 	(b)	 	employee is terminated due to disability or death;
	 
	 	(c)	 	employee has not been actively at work at any time during the six months
immediately preceding the termination date;
	 
	 	(d)	 	employee accepts any position with the Company or a subsidiary thereof;
	 
	 	(e)	 	employee is offered a position by the Company or a subsidiary thereof, and
such position does not requires relocation and offers total annual cash compensation
equal to or greater than employee’s current total annual cash compensation, even if
employee does not accept such offer;
	 
	 	(f)	 	employee is employed in a business unit that is sold or otherwise transferred
to another employer and, prior to the closing of that transaction, employee (i)
accepts any position with the other employer or (ii) is offered a position that does
not require relocation and with total annual cash compensation that is not less than
the employee’s current total annual cash compensation, even if employee does not
accept such offer;




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	 	(g)	 	employee does not continue working through the date designated by the Company
as the employee’s termination date or any earlier date that is designated by the
Company as the employee’s release from duty date;
	 
	 	(h)	 	employee fails to return Company property on or before the employee’s last
day of work;
	 
	 	(i)	 	employee is eligible for a severance payment on account of the employee’s
termination of employment under an individual Change of Control Severance Agreement;
	 
	 	(j)	 	employee fails to execute a Release of Claims and Agreement in the form and
manner prescribed by the Company within the time set forth in the Release of Claims
and Agreement or revokes or rescinds such Release of Claims and Agreement during the
revocation or rescission period set forth in such Release of Claims and Agreement. The
Agreement will include the participant’s agreements related to confidentiality,
noncompetition, nonsolicitation, nondisparagement, and arbitration; or
	 
	 	(k)	 	employee has signed an individual Change of Control Severance Agreement
before April 25, 2009 and has not agreed to changes consistent with the template
Change of Control Severance Agreement approved by the Compensation Committee of the
Board of Directors at its meeting on April 25, 2009, intended to replace and supersede
any previous individual Change of Control Severance Agreements.




5. Severance Pay Benefit. The amount of severance pay is determined under this paragraph 5.





	 	(a)	 	Amount. The amount of severance pay depends on the participant’s
classification as follows:





	 	 	 	 	 
	Tier I

	 	Chief Executive
Officer and/or
Employee in Pay
Band 0
	 	(1) 2 times annual base salary at time of termination
	 

	 	 	 	Plus
	 

	 	 	 	(2) an amount calculated as follows: take the average of
the performance results (expressed as a percentage) used
to determine employee’s bonus amounts under the Company’s
annual bonus plan for the preceding three years (or all
bonus amounts, if employee has been employed fewer than
three years). Multiply that percentage by employee’s
current target bonus amount under such annual bonus plan.
Multiply the result of this subparagraph by two.
	 
	 	 	 	 
	 

	 	 	 	Plus
	 

	 	 	 	(3) pro-rated payments for each long term incentive plan
cycle that is not completed as of the employee’s
termination date (but only to the extent that the awards
for the long-term incentive plan have not already vested).
The Company shall determine, with respect to each such
long term incentive plan cycle, in its discretion, the
amount of the payment (prior to pro-ration) after
assessing progress






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	 	 	 	against long term incentive plan
objectives to the termination date. By way of example, if
a termination occurred at the end of the 17th
week of the fiscal year beginning in 2012 and ending in
2013 (i.e., approximately June 2012) and assuming that
each three year performance cycle consists of 157 weeks:






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Ø   In March/April 2013 the Company would, in its
discretion, assess performance to June 2012 against LTIP
objectives for the three year cycle ended February 2013,
determine the resulting LTIP bonus based on that
assessment and pay a pro rated 121/157th of
that amount for that completed three year cycle.

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Ø   Also, in March/April 2013 the Company would, in
its discretion, assess performance to June 2012 against
objectives for the three year cycle that will end February
2014, determine the resulting LTIP bonus based on that
assessment and pay a pro rated 69/157th of that
amount for the now 2/3rd completed three year
cycle.

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Ø   Finally, in March/April 2013 the Company would, in
its discretion, assess performance to June 2012 against
objectives for the three year cycle that will end February
2015, determine the resulting LTIP bonus based on that
assessment and pay a pro rated 17/157th of that
amount for the now 1/3rd completed three year
cycle.







	 	 	 	 	 
	 

	 	 	 	Plus
	 

	 	 	 	(4) a pro-rated bonus under the Company’s annual bonus
plan (based on weeks of service in relevant bonus year)
calculated on the same basis as all others in the annual
bonus plan.
	 
	 	 	 	 
	 

	 	 	 	Plus
	 

	 	 	 	(5) Reimbursement for cost of COBRA coverage for medical
and/or dental insurance (if participant has been enrolled
in such prior to termination, and if participant timely
makes a COBRA election) until the earlier of: a) 18
months following termination; or b) participant is
eligible to obtain medical and/or dental coverage through
other sources. (Reimbursed amounts will be taxable to the
participant).
	 
	 	 	 	 
	Tier II

	 	Executive Vice
Presidents and/or
Employee in Pay
Band 1
	 	(1) 1.5 times annual base salary at the time of termination
	 

	 	 	 	Plus
	 

	 	 	 	(2) an amount based on the following calculation: take
the average of the performance results (expressed as a
percentage) used to determine employee’s bonus amounts
under the Company’s annual bonus plan for the preceding
three years (or all bonus amounts, if employee has been
employed fewer than three years). Multiply that
percentage by employee’s current target bonus amount under
such annual bonus plan. Multiply the result of this
subparagraph by 1.5.
	 
	 	 	 	 
	 

	 	 	 	Plus
	 

	 	 	 	(3) pro-rated payments for each long term incentive plan
cycle that is not completed as of the employee’s
termination date (but only to






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	 	 	 	the extent that the awards
for the long-term incentive plan have not already vested).
The Company shall determine, with respect to each such
long term incentive plan cycle, in its discretion, the
amount of the payment (prior to pro-ration) after
assessing progress against long term incentive plan
objectives to the termination date. By way of example, if
a termination occurred at the end of the 17th
week of the fiscal year beginning in 2012 and ending in
2013 (i.e., approximately June 2012) and assuming that
each three year performance cycle consists of 157 weeks:






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Ø    In March/April 2013 the Company would, in its
discretion, assess performance to June 2012 against LTIP
objectives for the three year cycle ended February 2013,
determine the resulting LTIP bonus based on that
assessment and pay a pro rated 121/157th of
that amount for that completed three year cycle.

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Ø    Also, in March/April 2013 the Company would, in
its discretion, assess performance to June 2012 against
objectives for the three year cycle that will end February
2014, determine the resulting LTIP bonus based on that
assessment and pay a pro rated 69/157th of that
amount for the now 2/3rd completed three year
cycle.

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Ø    Finally, in March/April 2013 the Company would, in
its discretion, assess performance to June 2012 against
objectives for the three year cycle that will end February
2015, determine the resulting LTIP bonus based on that
assessment and pay a pro rated 17/157th of that
amount for the now 1/3rd completed three year
cycle.







	 	 	 	 	 
	 

	 	 	 	Plus
	 

	 	 	 	(4) a pro-rated bonus under the Company’s annual bonus
plan (based on weeks of service in relevant bonus year)
calculated on the same basis as all others in the annual
bonus plan
	 
	 	 	 	 
	 

	 	 	 	Plus
	 

	 	 	 	(5) Reimbursement for cost of COBRA coverage for medical
and/or dental insurance (if participant has been enrolled
in such prior to termination, and if participant timely
makes a COBRA election) until the earlier of: a) 18
months following termination; or b) participant is
eligible to obtain medical and/or dental coverage through
other sources. (Reimbursed amounts will be taxable to the
participant).
	 
	 	 	 	 
	Tier III

	 	Employees in Pay
Band 2 or Vice
Presidents in Pay
Band 3 who have
been elected by the
Board of Directors
as an officer.
	 	(1)1 times annual base salary at
time of termination





	 

	 	 	Plus
	 

	 	 	(2) an amount based on the following calculation: take
the average of the performance results (expressed as a
percentage) used to determine employee’s bonus amounts
under the Company’s annual bonus plan for the preceding
three years (or all bonus amounts, if employee has been
employed fewer than three years). Multiply that
percentage by employee’s current target bonus amount under
such annual bonus plan. Multiply the result of this
subparagraph by one.






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	 	 	 	Plus
	 

	 	 	 	(3) pro-rated payments for each long term incentive plan
cycle that is not completed as of the employee’s
termination date (but only to the extent that the awards
for the long-term incentive plan have not already vested).
The Company shall determine, with respect to each such
long term incentive plan cycle, in its discretion, the
amount of the payment (prior to pro-ration) after
assessing progress against long term incentive plan
objectives to the termination date. By way of example, if
a termination occurred at the end of the 17th
week of the fiscal year beginning in 2012 and ending in
2013 (i.e., approximately June 2012) and assuming that
each three year performance cycle consists of 157 weeks:






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Ø    In March/April 2013 the Company would, in its
discretion, assess performance to June 2012 against LTIP
objectives for the three year cycle ended February 2013,
determine the resulting LTIP bonus based on that
assessment and pay a pro rated 121/157th of
that amount for that completed three year cycle.

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Ø    Also, in March/April 2013 the Company would, in
its discretion, assess performance to June 2012 against
objectives for the three year cycle that will end February
2014, determine the resulting LTIP bonus based on that
assessment and pay a pro rated 69/157th of that
amount for the now 2/3rd completed three year
cycle.

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Ø    Finally, in March/April 2013 the Company would, in
its discretion, assess performance to June 2012 against
objectives for the three year cycle that will end February
2015, determine the resulting LTIP bonus based on that
assessment and pay a pro rated 17/157th of that
amount for the now 1/3rd completed three year
cycle.







	 	 	 	 	 
	 

	 	 	 	Plus
	 

	 	 	 	(4) a pro-rated bonus under the Company’s annual bonus
plan (based on weeks of service in relevant bonus year)
calculated on the same basis as all others in the annual
bonus plan
	 
	 	 	 	 
	 

	 	 	 	Plus
	 

	 	 	 	(5) Reimbursement for cost of COBRA coverage for medical
and/or dental insurance (if participant has been enrolled
in such prior to termination, and if participant timely
makes a COBRA election) until the earlier of: a) 12
months following termination; or b) participant is
eligible to obtain medical and/or dental coverage through
other sources. (Reimbursed amounts will be taxable to the
participant).







	 	(b) Time and Form of Payment All severance pay, except the pro-rated amounts
under the Company’s annual bonus and long-term incentive





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	 	 	 	plans, will be paid in
a single lump sum as soon as practicable after the tenth day following the last
day of the revocation period specified in the Release of Claims and Agreement,
subject to paragraph 9(e) below. Notwithstanding anything to the contrary
herein, the last day of the revocation period will not be later than March 1 of
the year following the calendar year in which the termination date or, if
earlier, the release from duty date, occurs.
	 
	 	 	 	The pro-rated annual bonus will be paid at the same time other bonuses are
paid under the annual bonus plan. The pro-rated long term incentive plan bonus
will be paid as soon as practicable after the end of the fiscal year in which
the termination date, or if earlier, the release from duty date occurs. In no
event, however, will payments under the annual bonus plan, long term incentive
plan, or any other amounts payable under this plan, except for reimbursement
for the cost of COBRA coverage, be paid after May 15 following the end of the
Company’s fiscal year in which the termination date or, if earlier, the release
from duty date occurs.
	 
	 	 	 	Required taxes will be withheld from payments under this Plan, and appropriate
tax documents will be issued reflecting amounts received pursuant to this plan.
Severance pay is not eligible for contributions to the 401(k) plan, flexible
spending account plan or any deferred compensation plan.
	 
	 	(c)	 	WARN Benefits. Where the requirements of the Worker Adjustment and Retraining
Notification Act (“WARN”) or other similar state or local requirements apply,
participants will receive the legally required notice of termination dates. These
participants will remain on active employment status as required by law through that
notice period. Where the Company determines that the services of such participant are
not required through the full notice period, the participant may be released from duty
(see
paragraph (d) below) but will continue to receive regular pay and benefits on
the same basis as if they had reported to work and will also receive all
severance pay under this Plan for which they are eligible.
	 
	 	(d)	 	Release from Duty Date. In some circumstances, the Company may determine in
its sole discretion that the employee is not needed at work through the stated
termination date. A participant will be eligible to receive severance pay under this
Plan if the participant stops coming to work after receiving written notification from
the Company of such an early release date.
	 
	 	(e)	 	Repayment of Severance Pay. If within 6 months of an individual’s
termination date, the Company wishes to rehire, in any capacity, an individual who has
received severance benefits pursuant to this Plan, the rehired employee is required to
repay to the Company a portion of the severance benefits received, calculated as
follows: convert the amount of





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	 	 	 	base salary in item (1) in Tier I, II, and III charts
above into weeks of base salary (e.g., 52 weeks for a Tier III participant) and
subtract from it the number of full weeks that elapsed between the participant’s
termination date (or release from duty date, if earlier) and rehire date. Multiply
that number of weeks by the weekly equivalent of the total base salary and bonus
amounts in items (1) and (2) in the Tier I, II, and III charts, above. (The weekly
equivalent is obtained by adding together the amounts paid under Items (1) and (2) and
then dividing by 104 for Tier I, 78 for Tier II, and 52 for Tier III). The result is
the gross repayment amount. The individual must repay that amount, reduced by
applicable taxes, to the Company prior to the date employment recommences or the
employment offer will be withdrawn.






	6.	 	Related Benefits and Benefit Plans.






	 	(a)	 	Outplacement Assistance. At participant’s request, outplacement services
shall be provided by a professional outplacement provider mutually acceptable to the
Executive and the Company at a cost to the Company of not more than Twenty-Five
Thousand Dollars ($25,000). Such services may be provided by direct payment to the
outplacement provider and not by reimbursement to employee. Services shall be paid
only if the services are provided during the period beginning with the later of the
termination date or last day worked and ending on the December 31 of the second
calendar year following the calendar year in which the termination occurred. However,
outplacement services may begin after the date Employee is notified of termination with
advance written approval of the Company.
	 
	 	(b)	 	Other Benefit Plans. Benefits in other benefit plans provided by the Company
will be determined in accordance with the plan documents for those benefit plans.
Severance pay is not eligible for deferral into 401(k) plans sponsored by the Company
and will not be counted as pay in the SUPERVALU Inc. Retirement Plan. Severance pay
is not eligible for contribution to any Section 125 “cafeteria” plans or any deferred
compensation plans. This Plan does not affect the payment of unused vacation or the
terms of any stock option plan or agreements.




7. Amendment and Termination of Plan. SUPERVALU INC., by action of its Board of Directors,
reserves the right to amend or terminate this Plan without notice, in any respect, in whole or in
part, for any reason, at any time and from time to time, prospectively or retroactively or both, as
to persons who are participants and as to persons who may become participants and as to benefits
being received and as to benefits that may be received in the future in whole or in part. However,
changes to the Plan which clarify its terms or that are not material changes to eligibility
requirements or the amount of the benefit may be adopted and approved in writing by the Executive
Vice President, Human Resources and Communications.




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	8.	 	Claims Procedure.






	 	(a)	 	Initial Claim and Decision. If a participant (referred to as “claimant” for
remainder of Section 8) believes that he is not receiving a benefit he is entitled to
receive under the Plan, the claimant may file a claim with the Director of Employee
Relations. The claim must be in writing, must include the facts and arguments the
claimant wants to be considered, and must be filed within one year of the date the
claimant knew (or should have known) the facts behind the claim. The Director of
Employee Relations has 90 days after receiving the claim to make a decision and notify
the claimant if the claim is denied in whole or in part. The notice of denial will
state the reasons for the denial, the Plan provisions on which the denial is based, a
description of additional material (if any) needed from the claimant and why, the
procedure for requesting a review of the denial, and the participant’s right to file a
civil action under section 502(a) of ERISA if the claim is denied upon review.
	 
	 	(b)	 	Request for Review and Decision. If the claimant disagrees with the denial
of the claim, the claimant may file a request for a review of that decision. The
request must be in writing to the Corporate Executive Vice President of Human
Resources (hereinafter “EVPHR”), must state the reason for disagreement with the
denial of the claim, and must be filed within 60 days after the denial notice was
received. The claimant should submit all documents and written arguments s/he wants
considered at the review, and the claimant may, upon request and free of charge,
receive copies of documents and information relevant to the claim. The EVPHR has 60
days after receiving the request to make a decision and notify the claimant if the
denial is upheld. If the EVPHR decides that the claim was correctly denied, the
notice will state the reasons for the denial, the Plan provisions on which the denial
is based, the claimant’s right to receive, upon request and free of charge, reasonable
access to and copies of the relevant documents and information used in the claims
process, and the claimant’s right to file a civil action under section 502(a) of
ERISA.
	 
	 	(c)	 	Extensions of Time Periods. If the claimant is notified what special
circumstances require an extension and what date the claim is expected to be decided,
the 90-day period for deciding an initial claim may be extended for up to 90
additional days and the 60-day period for making a decision following a request for a
review may be extended for up to 60 additional days. If an extension of the 60-day
period is necessary because the claimant needs to submit additional information, the
claimant will be given 60 days to provide that information. The time it takes the
claimant to provide that information will not count against the 60 days the EVPHR has
to make a decision.
	 
	 	(d)	 	In General. The EVPHR will make all final decisions on claims. The EVPHR
has the discretion, authority, and responsibility to decide all factual and legal
questions under the Plan, to interpret and construe the Plan and any ambiguous or
unclear terms, and to determine whether a





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	 	 	 	claimant is eligible for benefits and the
amount of benefits, if any, a claimant is entitled to receive. The EVPHR has the
right to delegate his or her authority to make decisions and all such decisions are
conclusive and binding on all parties. A claimant may, at his own expense, have an
attorney or representative act on his behalf, but the Company has the right to require
a written authorization from the claimant.
	 
	 	(e)	 	Substitution. For purposes of Section 8 (b) through (d) above, if the
claimant is the EVPHR, then “General Counsel” shall be substituted wherever “Corporate
Vice President of Human Resources” or “EVPHR” currently appears. In the absence of an
individual designated as “General Counsel,” the Executive Vice President who oversees
legal services shall be substituted wherever “Corporate Executive Vice President of
Human Resources” or “EVPHR” currently appears.
	 
	 	(f)	 	Deadline to File a Legal Action. No legal action to recover Plan benefits or
to enforce or clarify rights under the Plan under section 502 or section 510 of ERISA
or under any other provision of law, whether or not statutory, may be brought by any
claimant on any matter pertaining to this Plan unless the legal action is commenced in
the proper forum and before the earlier of : (a) thirty (30) months after the claimant
know or reasonably should have know of the principal facts on which the claim is
based, or (b) six (6) months after the claimant has exhausted the claim and review
procedure.
	 
	 	(g)	 	Choice of Forum. All controversies, disputes, claims, or causes of actions
arising under or related to the Plan must be brought in the United States District
Court for the District of Minnesota.






	9.	 	Miscellaneous Provisions.






	 	(a)	 	No Assignment. No participant will have any transmissible interest in any
benefit under the Plan nor shall any participant have any power to anticipate,
alienate, dispose of, pledge or encumber the same, nor shall the Company recognize any
assignment thereof, either in whole or in part, nor shall any benefit be subject to
attachment, garnishment, execution following the judgment or other legal process.
	 
	 	(b)	 	Correction of Error. The Company has the right to correct any errors that
may occur in the administration of the Plan, including reducing or eliminating
benefits to the participant under the Plan.
	 
	 	(c)	 	Governing Law. To the extent not preempted by the laws of the United States,
the laws of the State of Minnesota shall apply with respect to the Plan.
	 
	 	(d)	 	Severability. If a provision of the Plan shall be held to be illegal,
invalid or unenforceable, the illegal, invalid or unenforceable provision shall not





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	 	 	 	affect the remaining parts of the Plan, and the Plan shall be construed and enforced
as if the illegal or invalid provisions had not been included.
	 
	 	(e)	 	409A Limitation. Notwithstanding any provision to the contrary, the Plan
shall either provide for payments that are exempt from Code section 409A or such
payments shall be made in compliance with Code section 409A. To the extent that any
payments or benefits to be provided to the participant under this Plan would be
considered deferred compensation under Code Section 409A and the participant, as of
the date of participant’s termination of employment, is a “specified employee” as
defined in regulations issued under Code Section 409A of the Code, then any such
payments that would otherwise be due and payable during the first six (6) months
following and on account of a termination of employment shall instead be paid to the
participant upon the earlier of (i) six months and one day after the date of the
participant’s termination of employment or (ii) any other date permitted under section
409A(a)(2) and section 409A(a)(3). To the extent that any payments or benefits to be
provided to the participant under this Plan would be considered deferred compensation
under Code section 409A, the provisions of this Plan pertaining thereto shall be
construed and administered to comply with section 409A. Neither the Company nor any
of its officers, directors, agent or affiliates shall be obligated, directly or
indirectly, to any participant or any other person for any taxes, penalties, interest
or like amounts that may be imposed on the participant or other person on account of
any amounts paid or payable under this Plan or on account of any failure to comply
with section 409A.





Effective: May 2, 2009

Amended: August 7, 2009





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