Exhibit 10.26
   Master Plan Document
 Section 409A Nonqualified Deferred Compensation Plan
 Effective January 1, 2009
 For Amounts Deferred or Vested On and After January 1, 2005




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Master Plan Document
 TABLE OF CONTENTS
 PageARTICLE 1 Definitions
    
    
    1ARTICLE 2 Selection, Enrollment, Eligibility
    
    
    82.1 Selection by Committee
    
    
    82.2 Enrollment and Eligibility Requirements; Commencement of Participation
    
    
    8ARTICLE 3 Deferral Commitments/Company Contribution Amounts/Company Matching Amounts /Vesting/Crediting/Taxes
    
    
    83.1 Maximum Deferrals
    
    
    93.2 Timing of Deferral Elections; Effect of Election Form
    
    
    93.3 Withholding and Crediting of Annual Deferral Amounts
    
    
    113.4 Company Contribution Amount
    
    
    113.5 Company Matching Amount
    
    
    123.6 Vesting
    
    
    123.7 Crediting/Debiting of Account Balances
    
    
    133.8 FICA and Other Taxes
    
    
    15ARTICLE 4 Short-Term Payout; Unforeseeable Emergencies
    
    
    154.1 Short-Term Payouts
    
    
    154.2 Postponing Short-Term Payouts
    
    
    164.3 Other Benefits Take Precedence Over Short-Term Payouts
    
    
    164.4 Unforeseeable Emergencies
    
    
    16ARTICLE 5 Retirement Benefit
    
    
    175.1 Retirement Benefit
    
    
    175.2Payment of Retirement Benefit
    
    
    17ARTICLE 6 Pre-Retirement Survivor Benefit
    
    
    186.1 Pre-Retirement Survivor Benefit
    
    
    186.2 Payment of Pre-Retirement Survivor Benefit
    
    
    18ARTICLE 7 Termination Benefit
    
    
    197.1 Termination Benefit
    
    
    19
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Master Plan Document
 Page7.2 Payment of Termination Benefit
    
    
    19ARTICLE 8 Disability Benefit
    
    
    198.1 Disability Benefit
    
    
    198.2 Payment of Disability Benefit
    
    
    20ARTICLE 9 Post-Retirement Survivor Benefit
    
    
    209.1 Death Prior to Completion of Retirement Benefit
    
    
    209.2 Payment of Post-Retirement Survivor Benefit
    
    
    20ARTICLE 10 Beneficiary Designation
    
    
    2010.1 Beneficiary
    
    
    2010.2 Beneficiary Designation; Change; Spousal Consent
    
    
    2010.3 Acknowledgement
    
    
    2110.4 No Beneficiary Designation
    
    
    2110.5 Doubt as to Beneficiary
    
    
    2110.6 Discharge of Obligations
    
    
    21ARTICLE 11 Leave of Absence
    
    
    2111.1 Paid Leave of Absence
    
    
    2111.2 Unpaid Leave of Absence
    
    
    21ARTICLE 12 Termination of Plan, Amendment or Modification
    
    
    2112.1 Termination of Plan
    
    
    2212.2 Amendment
    
    
    2212.3 Plan Agreement
    
    
    2212.4 Effect of Payment
    
    
    22ARTICLE 13 Administration
    
    
    2213.1 Committee Duties
    
    
    2313.2 Administration Upon Change In Control
    
    
    2313.3 Agents
    
    
    2313.4 Binding Effect of Decisions
    
    
    2313.5 Indemnity of Committee
    
    
    23
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Master Plan Document
 Page13.6 Employer Information
    
    
    23ARTICLE 14 Other Benefits and Agreements
    
    
    2414.1 Coordination with Other Benefits
    
    
    24ARTICLE 15 Claims Procedures
    
    
    2415.1 Presentation of Claim
    
    
    2415.2 Notification of Decision
    
    
    2415.3 Review of a Denied Claim
    
    
    2515.4 Decision on Review
    
    
    2515.5 Legal Action
    
    
    26ARTICLE 16 Trust
    
    
    2616.1 Establishment of the Trust
    
    
    2616.2 Interrelationship of the Plan and the Trust
    
    
    2616.3 Distributions From the Trust
    
    
    26ARTICLE 17 Miscellaneous
    
    
    2617.1 Status of Plan
    
    
    2617.2 Unsecured General Creditor
    
    
    2617.3 Employers Liability
    
    
    2717.4 Nonassignability
    
    
    2717.5 Not a Contract of Employment
    
    
    2717.6 Furnishing Information
    
    
    2717.7 Terms
    
    
    2717.8 Captions
    
    
    2717.9 Governing Law
    
    
    2717.10 Notice
    
    
    2717.11 Successors
    
    
    2817.12 Spouses Interest
    
    
    2817.13 Validity
    
    
    2817.14 Incompetent
    
    
    28
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Master Plan Document
 Page17.15 Domestic Relations Orders
    
    
    2817.16 Distribution in the Event of Income Inclusion Under Code Section 409A
    
    
    2817.17 Deduction Limitation on Benefit Payments
    
    
    29APPENDIX A
    
    
    30
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Master Plan Document
    Purpose
   ARTICLE 1  Definitions
  1.1
    
    Account Balance shall mean, with respect to a Participant, an entry on the records of the
Employer equal to the sum of the Participants Annual Accounts. The Account Balance shall be
a bookkeeping entry only and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or his or her designated
Beneficiary, pursuant to this Plan.1.2
    
    Annual Account shall mean, with respect to a Participant, an entry on the records of the
Employer equal to (a) the sum of the Participants Annual Deferral Amount, Company
Contribution Amount and Company Matching Amount for any one Plan Year, plus (b) amounts
credited or debited to such amounts pursuant to this Plan, less (c) all distributions made to
the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual
Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be
utilized solely as a device for the measurement and determination of the amounts to be paid to
a Participant, or his or her designated Beneficiary, pursuant to this Plan.
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Master Plan Document
 1.3
    
    Annual Deferral Amount shall mean that portion of a Participants Base Salary and Bonus
that a Participant defers in accordance with Article 3 for any one Plan Year, without regard
to whether such amounts are withheld and credited during such Plan Year.1.4
    
    Annual Installment Method shall mean the method used to determine the amount of each
payment due to a Participant who has elected to receive a benefit over a period of years in
accordance with the applicable provisions of the Plan. The amount of each annual payment due
to the Participant shall be calculated by multiplying the balance of the Participants benefit
by a fraction, the numerator of which is one and the denominator of which is the remaining
number of annual payments due to the Participant. The amount of the first annual payment
shall be calculated as of the close of business on or around the Participants Benefit
Distribution Date, and the amount of each subsequent annual payment shall be calculated on or
around each anniversary of such Benefit Distribution Date. For purposes of this Plan, the
right to receive a benefit payment in annual installments shall be treated as the entitlement
to a single payment.1.5
    
    Base Salary shall mean the annual cash compensation relating to services performed during
any calendar year, excluding distributions from nonqualified deferred compensation plans,
bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive
payments, non-monetary awards, director fees and other fees, and automobile and other
allowances paid to a Participant for employment services rendered (whether or not such
allowances are included in the Employees gross income). Base Salary shall be calculated
before reduction for compensation voluntarily deferred or contributed by the Participant
pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to
include amounts not otherwise included in the Participants gross income under Code Sections
125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided,
however, that all such amounts will be included in compensation only to the extent that had
there been no such plan, the amount would have been payable in cash to the Employee.1.6
    
    Beneficiary shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 10, that are entitled to receive benefits under this Plan upon the
death of a Participant.1.7
    
    Beneficiary Designation Form shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee to designate one or
more Beneficiaries.1.8
    
    Benefit Distribution Date shall mean the date upon which all or an objectively determinable
portion of a Participants vested benefits will become eligible for distribution. Except as
otherwise provided in the Plan, a Participants Benefit Distribution Date shall be determined
based on the earliest to occur of an event or scheduled date set forth in Articles 4 through
9, as applicable.1.9
    
    Board shall mean the board of directors of the Company.
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Master Plan Document
 1.10
    
    Bonus shall mean compensation earned by a Participant under any Employers annual bonus
plan (and shall not include any other incentive compensation).1.11
    
    Change in Control shall mean the first to occur of either of the following events:
 (a)
    
    individuals who, as of March 1, 2001, constitute the Board of Directors of the
Company (the Incumbent Board) cease for any reason to constitute at least a majority
of the directors constituting the Board of Directors, provided that any person becoming
a director subsequent to March 1, 2001, whose election, or nomination for election by
the Companys shareholders, was approved by a vote of at least three-quarters (3/4) of
the then directors who are members of the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is (i) in connection
with the acquisition by a third person, including a group as such term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Act), of
beneficial ownership, directly or indirectly, of 20% or more of the combined voting
securities ordinarily having the right to vote for the election of directors of the
Company (unless such acquisition of beneficial ownership was approved by a majority of
the Board of Directors who are members of the Incumbent Board), or (ii) in connection
with an actual or threatened election contest relating to the election of the directors
of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Act) shall be, for purposes of this Plan, considered as though such person
were a member of the Incumbent Board; or(b)
    
    the Board of Directors (a majority of which shall consist of directors who are
members of the Incumbent Board) has determined that a Change in Control shall have
occurred.
 1.12
    
    Code shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.1.13
    
    Committee shall mean the committee described in Article 13.1.14
    
    Company shall mean KB HOME, a Delaware corporation, and any successor to all or
substantially all of the Companys assets or business.1.15
    
    Company Contribution Amount shall mean, for any one Plan Year, the amount determined in
accordance with Section 3.4.1.16
    
    Company Matching Amount shall mean, for any one Plan Year, the amount determined in
accordance with Section 3.5.1.17
    
    Director shall mean any member of the board of directors of any Employer.1.18
    
    Disability or Disabled shall mean that a Participant is either (a) unable to engage in
any substantial gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, or (b) by reason of any medically determinable physical or
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Master Plan Document
 mental impairment that can be expected to result in death or
can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not less than 3
months under an accident and health plan covering employees of the Participants Employer.
For purposes of this Plan, a Participant shall be deemed Disabled if determined to be
totally disabled by the Social Security Administration. A Participant shall also be deemed
Disabled if determined to be disabled in accordance with the applicable disability insurance
program of such Participants Employer, provided that the definition of disability applied
under such disability insurance program complies with the requirements of this Section.
Notwithstanding the foregoing, and solely for purposes of vesting under Section 3.6(d),
Disability shall mean a period of disability during which a Participant qualifies for
permanent disability benefits under the KB Home Long-term Disability Plan, or, if a
Participant does not participate in such plan, a period of disability during which the
Participant would have qualified for permanent disability benefits under such plan had the
Participant been a participant in such plan, as determined in the sole discretion of the
Committee, and if the Participants Employer does not sponsor such plan, or discontinues to
sponsor such plan, Disability shall be determined by the Committee in its sole discretion.
 1.19
    
    Election Form shall mean the form, which may be in electronic format, established from time
to time by the Committee that a Participant completes, signs and returns to the Committee to
make an election under the Plan.1.20
    
    Employee shall mean a person who is an employee of an Employer.1.21
    
    Employer(s) shall be defined as follows:
 (a)
    
    Except as otherwise provided in part (b) of this Section, the term Employer
shall mean the Company and/or any of its subsidiaries (now in existence or hereafter
formed or acquired) that have been selected by the Board to participate in the Plan and
have adopted the Plan as a sponsor.(b)
    
    For the purpose of determining whether a Participant has experienced a
Separation from Service, the term Employer shall mean:
 (i)
    
    The entity for which the Participant performs services and with
respect to which the legally binding right to compensation deferred or
contributed under this Plan arises; and(ii)
    
    All other entities with which the entity described above would be
aggregated and treated as a single employer under Code Section 414(b)
(controlled group of corporations) and Code Section 414(c) (a group of trades or
businesses, whether or not incorporated, under common control), as applicable.
In order to identify the group of entities described in the preceding sentence,
the Committee shall use an ownership threshold of at least 50% as a substitute
for the 80% minimum ownership threshold that appears in, and otherwise must be
used when applying, the applicable provisions of (A) Code Section 1563 for
determining a controlled
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Master Plan Document
 group of corporations under Code Section 414(b), and
(B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are under common control under
Code Section 414(c).
 1.22
    
    ERISA shall mean the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time.1.23
    
    401(k) Plan shall mean, that certain KB HOME 401(k) Savings Plan adopted by the Employer,
as it may be amended from time to time.1.24
    
    Participant shall mean any Employee (i) who is selected by the Board (or a committee to
which the Board has delegated such authority) from among the highly compensated and management
employees of the Employer to participate in the Plan, (ii) who elects to participate in the
Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form,
(iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted
by the Committee, (v) who commences participation in the Plan, and (vi) whose Plan Agreement
has not terminated. A spouse or former spouse of a Participant shall not be treated as a
Participant in the Plan or have an account balance under the Plan, even if he or she has an
interest in the Participants benefits under the Plan as a result of applicable law or
property settlements resulting from legal separation or divorce.1.25
    
    Performance-Based Compensation shall mean compensation the entitlement to or amount of
which is contingent on the satisfaction of pre-established organizational or individual
performance criteria relating to a performance period of at least 12 consecutive months, as
determined by the Committee in accordance with Treas. Reg. §1.409A-1(e).1.26
    
    Plan shall mean the KB HOME Section 409A Nonqualified Deferred Compensation Plan, which
shall be evidenced by this instrument, as it may be amended from time to time, and by any
other documents that together with this instrument define a Participants rights to amounts
credited to his or her Account Balance.1.27
    
    Plan Agreement shall mean a written agreement in the form prescribed by or acceptable to
the Committee that evidences a Participants agreement to the terms of the Plan and which may
establish additional terms or conditions of Plan participation for a Participant. Unless
otherwise determined by the Committee, the most recent Plan Agreement accepted with respect to
a Participant shall supersede any prior Plan Agreements for such Participant. Plan Agreements
may vary among Participants and may provide additional benefits not set forth in the Plan or
limit the benefits otherwise provided under the Plan.1.28
    
    Plan Year shall mean a period beginning on January 1 of each calendar year and continuing
through December 31 of such calendar year.1.29
    
    Retirement, Retire(s) or Retired shall mean with respect to a Participant who is an
Employee, a Separation from Service for any reason other than a leave of absence, death or
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Master Plan Document
 Disability at such time as the sum of the Employees age and Years of Service equals at
least sixty-five (65) or more, provided that the Employee is then at least fifty-five (55)
years of age.
 1.30
    
    Separation from Service shall mean a termination of services provided by a Participant to
his or her Employer, whether voluntarily or involuntarily, other than by reason of death or
Disability, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(h). In
determining whether a Participant has experienced a Separation from Service, the following
provisions shall apply:
 (a)
    
    For a Participant who provides services to an Employer as an Employee, except
as otherwise provided in part (c) of this Section, a Separation from Service shall
occur when such Participant has experienced a termination of employment with such
Employer. A Participant shall be considered to have experienced a termination of
employment when the facts and circumstances indicate that the Participant and his or
her Employer reasonably anticipate that either (i) no further services will be
performed for the Employer after a certain date, or (ii) that the level of bona fide
services the Participant will perform for the Employer after such date (whether as an
Employee or as an independent contractor) will permanently decrease to no more than 20%
of the average level of bona fide services performed by such Participant (whether as an
Employee or an independent contractor) over the immediately preceding 36-month period
(or the full period of services to the Employer if the Participant has been providing
services to the Employer less than 36 months).
  (b)
    
    For a Participant who provides services to an Employer as an independent
contractor, except as otherwise provided in part (c) of this Section, a Separation from
Service shall occur upon the expiration of the contract (or in the case of more than
one contract, all
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Master Plan Document
 contracts) under which services are performed for such Employer, provided that the
expiration of such contract(s) is determined by the Committee to constitute a
good-faith and complete termination of the contractual relationship between the
Participant and such Employer.
 (c)
    
    For a Participant who provides services to an Employer as both an Employee and
an independent contractor,a Separation from Service generally shall not occur until
the Participant has ceased providing services for such Employer as both as an Employee
and as an independent contractor, as determined in accordance with the provisions set
forth in parts (a) and (b) of this Section, respectively. Similarly, if a Participant
either (i) ceases providing services for an Employer as an independent contractor and
begins providing services for such Employer as an Employee, or (ii) ceases providing
services for an Employer as an Employee and begins providing services for such Employer
as an independent contractor, the Participant will not be considered to have
experienced a Separation from Service until the Participant has ceased providing
services for such Employer in both capacities, as determined in accordance with the
applicable provisions set forth in parts (a) and (b) of this Section.
  (d)
    
    For purposes of this Subsection, services performed for the Employer shall
include service performed both for the Employer and for any other corporation that is a
member of the same controlled group of corporations as the Employer under Section
414(b) of the Code or any other trade or business (such as a partnership)_that is under
common control with the Employer as determined under Section 414(c) of the Code, in
each case as modified by Treasury Regulation Section 1.409A-1(h)(3) and substituting
at least 50 percent for at least 80 percent each place it appears in Section
1563(a) of the Code or Treasury Regulation Section 1.414(c)-2.
 1.31
    
    Specified Employee shall mean any Participant who is determined to be a key employee (as
defined under Code Section 416(i) without regard to paragraph (5) thereof) for the applicable
period, as determined annually by the Committee in accordance with the methodology specified
by resolution of the Board or the Management Development and Compensation Committee of the
Board and in accordance with Treas. Reg. §1.409A-1(i).1.32
    
    Trust shall mean one or more trusts established by the Company in accordance with Article
16.1.33
    
    Unforeseeable Emergency shall mean a severe financial hardship of the Participant resulting
from (a) an illness or accident of the Participant, the Participants spouse, the
Participants Beneficiary or the Participants dependent (as defined in Code Section 152
without regard to
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Master Plan Document
 paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a loss of the
Participants property due to
casualty, or (c) such other similar extraordinary and unforeseeable circumstances arising as
a result of events beyond the control of the Participant, all as determined by the Committee
based on the relevant facts and circumstances.
 1.34
    
    Years of Service shall mean the total number of full years in which a Participant has been
employed by one or more Employers. For purposes of this definition, a year of employment
shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first
year of employment, commences on the Employees date of hiring and that, for any subsequent
year, commences on an anniversary of that hiring date. A partial year of employment shall not
be treated as a Year of Service.
 ARTICLE 2  Selection, Enrollment, Eligibility
 2.1
    
    Selection by Committee. Participation in the Plan shall be limited to,a select group
of management or highly compensated Employees (as determined by the Committee in its sole
discretion). From that group, the Committee shall select, in its sole discretion, those
individuals who may actually participate in this Plan.2.2
    
    Enrollment and Eligibility Requirements; Commencement of Participation.
 (a)
    
    As a condition to participation, each selected Employee shall complete, execute
and return to the Committee a Plan Agreement, an Election Form and a Beneficiary
Designation Form by the deadline(s) established by the Committee in accordance with the
applicable provisions of this Plan. In addition, the Committee shall establish from
time to time such other enrollment requirements as it determines, in its sole
discretion, are necessary.(b)
    
    Each selected Employee who is eligible to participate in the Plan shall
commence participation in the Plan on the date that the Committee determines that the
Employee has met all enrollment requirements set forth in this Plan and required by the
Committee, including returning all required documents to the Committee within the
specified time period.(c)
    
    If an Employee fails to meet all requirements established by the Committee
within the period required, that Employee shall not be eligible to participate in the
Plan during such Plan Year.
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Master Plan Document
 ARTICLE 3  Deferral Commitments/Company Contribution Amounts/  Company Matching Amounts/ Vesting/Crediting/Taxes
 3.1
    
    Maximum Deferrals.
 (a)
    
    Maximum Deferrals for Annual Deferral Amount. For each Plan Year, a
Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary and
Bonus, up to the following maximum percentages for each deferral elected:
 Deferral
    
    Maximum PercentageBase Salary
    
    
    75%Bonus
    
    
    75%
 (b)
    
    Maximum Deferrals for Short Plan Year. Notwithstanding the foregoing,
if a Participant first becomes a Participant after the first day of a Plan Year, then
to the extent required by Section 3.2 and Code Section 409A and related Treasury
Regulations, the maximum amount of the Participants Base Salary and Bonus that may be
deferred by the Participant for the Plan Year shall be determined by applying the
percentages set forth in Section 3.1(c) to the portion of such compensation
attributable to services performed after the date that the Participants deferral
election is made.
 3.2
    
    Timing of Deferral Elections; Effect of Election Form.
 (a)
    
    General Timing Rule for Deferral Elections. Except as otherwise
provided in this Section 3.2, in order for a Participant to make a valid election to
defer Base Salary and Bonus, the Participant must submit an Election Form on or before
the deadline established by the Committee, which in no event shall be later than the
December 31st preceding the Plan Year in which such compensation will be
earned.
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Master Plan Document
 (b)
    
    Timing of Deferral Elections for Newly Eligible Plan Participants. A
selected Employee who first becomes eligible to participate in the Plan on or after the
beginning of a Plan Year, as determined in accordance with Treas. Reg.
§1.409A-2(a)(7)(ii) and the plan aggregation rules provided in Treas. Reg.
§1.409A-1(c)(2), may be permitted to make an election to defer the portion of Base
Salary or Bonus, attributable to services to be performed after such election, provided
that the Participant submits an Election Form on or before the deadline established by
the Committee, which in no event shall be later than 30 days after the Participant
first becomes eligible to participate in the Plan.
  th
 (c)
    
    Timing of Deferral Elections for Fiscal Year Compensation.In the event
that the fiscal year of an Employer is different than the taxable year of a
Participant, the Committee may determine that a deferral election may be made for
fiscal year compensation (as defined below), by submitting an Election Form on or
before the deadline established by the Committee, which in no event shall be later than
the last day of the Employers fiscal year immediately preceding the fiscal year in
which the services related to such compensation will begin to be performed. For
purposes of this Section, the term fiscal year compensation shall only include Bonus
amounts relating to a service period coextensive with one or more consecutive fiscal
years of the Employer, of which no amount is paid or payable during the Employers
fiscal year(s) that constitute the service period.
  (d)
    
    Timing of Deferral Elections for Performance-Based Compensation.
Subject to the limitations described below, the Committee may determine that an
irrevocable deferral election for an amount that qualifies as Performance-Based
Compensation may be made by submitting an Election Form on or before the deadline
established by the Committee, which in no event shall be later than 6 months before the
end of the performance period.
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Master Plan Document
  (e)
    
    Timing Rule for Deferral of Compensation Subject to Risk of Forfeiture.
With respect to compensation (i) to which a Participant has a legally binding right to
payment in a subsequent year, and (ii) that is subject to a forfeiture condition
requiring the Participants continued services for a period of at least 12 months from
the date the Participant obtains the legally binding right, the Committee may determine
that an irrevocable deferral election for such compensation may be made by timely
delivering an Election Form to the Committee in accordance with its rules and
procedures, no later than the 30th day after the Participant obtains the
legally binding right to the compensation, provided that the election is made at least
12 months in advance of the earliest date at which the forfeiture condition could
lapse, as determined in accordance with Treas. Reg. §1.409A-2(a)(5).
 th
 3.3
    
    Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the Base
Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled
Base Salary payroll in equal amounts, as adjusted from time to time for increases and
decreases in Base Salary. The Bonus portion of the Annual Deferral Amount shall be withheld
at the time the Bonus are or otherwise would be paid to the Participant, whether or not this
occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to the
Participants Annual Account for such Plan Year at the time such amounts would otherwise have
been paid to the Participant.3.4
    
    Company Contribution Amount.
 (a)
    
    For each Plan Year, an Employer may be required to credit amounts to a
Participants Annual Account in accordance with employment or other agreements entered
into between the Participant and the Employer, which amounts shall be part of the
Participants Company Contribution Amount for that Plan Year. Such amounts shall be
credited to the Participants Annual Account for the applicable Plan Year on the date
or dates prescribed by such agreements.(b)
    
    For each Plan Year, an Employer, in its sole discretion, may, but is not
required to, credit any amount it desires to any Participants Annual Account under
this Plan, which amount shall be part of the Participants Company Contribution Amount
for that Plan Year. The
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Master Plan Document
 amount so credited to a Participant may be smaller or larger
than the amount credited to any other Participant, and the amount credited to any
Participant for a Plan Year may be zero, even though one or more other Participants
receive a Company Contribution Amount for that Plan Year. The Company Contribution
Amount described in this Section 3.4(b), if any, shall be credited to the Participants
Annual Account for the applicable Plan Year on a date or dates to be determined by the
Committee.(c)
    
    If not otherwise specified in the Participants employment or other agreement
entered into between the Participant and the Employer, the amount (or the method or
formula for determining the amount) of a Participants Company Contribution Amount
shall be set forth in writing in one or more documents, which shall be deemed to be
incorporated into this Plan in accordance with Section 1.26, no later than the date on
which such Company Contribution Amount is credited to the applicable Annual Account of
the Participant.
 3.5
    
    Company Matching Amount. A Participants Annual Company Matching Amount for any Plan
Year shall be the sum of all Pay Period Company Matching Contributions for the Plan Year. For
this purpose, a Pay Period Company Matching Contribution shall mean an amount which, when
added to the matching contribution allocated to the Participants account under the 401(k)
Plan for the same pay period, equals the match the Participant would have received under the
401(k) Plan during the corresponding plan year of the 401(k) Plan, if the portion of Annual
Base Salary elected to be deferred had instead been elected and contributed as a salary
deferral contribution under the 401(k) Plan (determined as if the 401(k) Plan was not subject
to the limitations imposed under Code Sections 401(a)(17), 401(k)(3), 402(g) and 415). The
Annual Company Matching Amount shall be credited during the Plan Year on a pay period-by-pay
period basis. The Annual Company Matching Amount shall not be credited for any Annual Bonus
deferrals made to this Plan. Notwithstanding any provision of this Plan to the contrary, the
Company shall have the right, in its sole and absolute discretion, to alter the manner in
which the Annual Company Matching Amount is calculated and/or to terminate the Annual Company
Matching Amount.
 3.6
    
    Vesting.
 (a)
    
    A Participant shall at all times be 100% vested in the portion of his or her
Account Balance attributable to Annual Deferral Amounts, plus amounts credited or
debited on such amounts pursuant to Section 3.7.(b)
    
    A Participant shall be vested in the portion of his or her Account Balance
attributable to any Company Contribution Amounts, plus amounts credited or debited on
such amounts pursuant to Section 3.7, in accordance with the vesting schedules
established by the Committee, in its sole and absolute discretion, at the time each
such Company Contribution Amount is first credited to the Participants Account Balance
under the Plan. The vesting schedules established by the Committee for each Company
Contribution Amount may be different for different Participants.
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Master Plan Document
 (c)
    
    A Participant shall be vested in the portion of his or her Company Matching
Amount in accordance with the following schedule:
 Years of Service
    
    Vested PercentageLess than 1 year
    
    
    0
    %1 year or more, but less than 2
    
    
    10
    %2 years or more, but less than 3
    
    
    25
    %3 years or more, but less than 4
    
    
    50
    %4 years or more, but less than 5
    
    
    75
    %5 years or more
    
    
    100
    %
 (d)
    
    Notwithstanding anything to the contrary contained in this Section 3.6, except
as provided in (e) below, in the event of a Change in Control,
or upon a Participants Disability, Separation from Service on or after qualifying for Retirement, or death
prior to Separation from Service, any amounts that are not vested in accordance with
Sections 3.6(b) or 3.6(c) above, shall immediately become 100% vested.(e)
    
    Notwithstanding subsection 3.6(d) above, the vesting schedules described in
Sections 3.6(b) or 3.6(c) above shall not be accelerated upon a Change in Control to
the extent that the Committee determines that such acceleration would cause the
deduction limitations of Section 280G of the Code to become effective. In the event of
such a determination, the Participant may request independent verification of the
Committees calculations with respect to the application of Section 280G. In such
case, the Committee must provide to the Participant within 90 days of such a request an
opinion from a nationally recognized accounting firm selected by the Participant (the
Accounting Firm). The opinion shall state the Accounting Firms opinion that any
limitation in the vested percentage hereunder is necessary to avoid the limits of
Section 280G and contain supporting calculations. The cost of such opinion shall be
paid for by the Company.(f)
    
    Section 3.6(e) shall not prevent the acceleration of the vesting schedules
described in Sections 3.6(b) and 3.6(c) if such Participant is entitled to a gross-up
payment, to eliminate the effect of the Code section 4999 excise tax, pursuant to his
or her employment agreement or other agreement entered into between such Participant
and the Employer.
 3.7
    
    Crediting/Debiting of Account Balances. In accordance with, and subject to, the
rules and procedures that are established from time to time by the Committee, in its sole
discretion, amounts shall be credited or debited to a Participants Account Balance in
accordance with the following rules:
 (a)
    
    Measurement Funds. The Participant may elect one or more of the
measurement funds selected by the Committee, in its sole discretion, which are based on
certain mutual funds (the Measurement Funds), for the purpose of crediting or
debiting additional amounts
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Master Plan Document
 to his or her Account Balance. As necessary, the Committee
may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Each
such action will take effect as of the first day of the first month that begins at
least 30 days after the day on which the Committee gives Participants advance written
notice of such change.(b)
    
    Election of Measurement Funds. A Participant, in connection with his
or her initial deferral election in accordance with Section 3.2 above, shall elect, on
the Election Form, one or more Measurement Fund(s) (as described in Section 3.7(a)
above) to be used to determine the amounts to be credited or debited to his or her
Account Balance. If a
Participant does not elect any of the Measurement Funds as described in the previous
sentence, the Participants Account Balance shall automatically be allocated into the
Money Market Measurement Fund, or other low-risk Measurement Fund, as determined by
the Committee, in its sole discretion. The Participant may (but is not required to)
elect, by submitting an Election Form to the Committee that is accepted by the
Committee, to add or delete one or more Measurement Fund(s) to be
used to determine the amounts to be credited or debited to his or her Account Balance, or to change the
portion of his or her Account Balance allocated to each previously or newly elected
Measurement Fund. If an election is made in accordance with the previous sentence,
it shall apply as of the first business day deemed reasonably practicable by the
Committee, in its sole discretion, and shall continue thereafter for each subsequent
day in which the Participant participates in the Plan, unless changed in accordance
with the previous sentence. Notwithstanding the foregoing, the Committee, in its
sole discretion, may impose limitations on the frequency with which one or more of
the Measurement Funds elected in accordance with this Section 3.7(b) may be added or
deleted by such Participant; furthermore, the Committee, in its sole discretion, may
impose limitations on the frequency with which the Participant may change the portion
of his or her Account Balance allocated to each previously or newly elected
Measurement Fund.(c)
    
    Proportionate Allocation. In making any election described in Section
3.7(b) above, the Participant shall specify on the Election Form, in increments of five
percentage points (5%), the percentage of his or her Account Balance or Measurement
Fund, as applicable, to be allocated/reallocated.(d)
    
    Crediting or Debiting Method. The performance of each Measurement Fund
(either positive or negative) will be determined on a daily basis based on the manner
in which such Participants Account Balance has been hypothetically allocated among the
Measurement Funds by the Participant.(e)
    
    No Actual Investment. Notwithstanding any other provision of this Plan
that may be interpreted to the contrary, the Measurement Funds are to be used for
measurement purposes only, and a Participants election of any such Measurement Fund,
the allocation of his or her Account Balance thereto, the calculation of additional
amounts and the crediting or debiting of such amounts to a Participants Account
Balance shall not be considered or construed in any manner as an actual investment of
his or her Account
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Master Plan Document
 Balance in any such Measurement Fund. In the event that the Company
or the Trustee (as that term is defined in the Trust), in its own discretion, decides
to invest funds in any or all of the investments on which the Measurement Funds are
based, no Participant shall have any rights in or to such investments themselves.
Without limiting the foregoing, a Participants Account Balance shall at all times be a
bookkeeping entry only and shall not represent any investment made on his or her behalf
by the Company or the Trust; the Participant shall at all times remain an unsecured
creditor of the Company.
 3.8
    
    FICA and Other Taxes.
 (a)
    
    Annual Deferral Amounts. For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the Participants Employer(s)
shall withhold from that portion of the Participants Base Salary and Bonus that is not
being deferred, in a manner determined by the Employer(s), the Participants share of
FICA and other employment taxes on such Annual Deferral Amount. If necessary, the
Committee may reduce the Annual Deferral Amount in order to comply with this Section
3.8.
 (b)
    
    Company Matching Amounts and Company Contribution Amounts. When a
Participant becomes vested in a portion of his or her Account Balance attributable to
any Company Matching Amounts and/or Company Contribution Amounts, the Participants
Employer(s) shall withhold from that portion of the Participants Base Salary and Bonus
that is not deferred, in a manner determined by the Employer(s), the Participants
share of FICA and other employment taxes on such amounts. If necessary, the Committee
may reduce the vested portion of the Participants Company Matching Amount or Company
Contribution Amount, as applicable, in order to comply with this Section 3.8.(c)
    
    Distributions. The Participants Employer(s), or the trustee of the
Trust, shall withhold from any payments made to a Participant under this Plan all
federal, state and local income, employment and other taxes required to be withheld by
the Employer(s), or the trustee of the Trust, in connection with such payments, in
amounts and in a manner to be determined in the sole discretion of the Employer(s) and
the trustee of the Trust.
 ARTICLE 4  Short-Term Payout; Unforeseeable Emergencies
 4.1
    
    Short-Term Payouts. In connection with each election to defer an Annual Deferral
Amount, a Participant may elect to receive all or a portion of such Annual Deferral Amount,
plus amounts credited or debited on that amount pursuant to Section 3.7, in the form of a lump
sum payment, calculated as of the close of business on or around the Benefit Distribution Date
designated by the Participant in accordance with this Section (a Short-Term Payout). The
Benefit Distribution Date for the amount subject to a Short-Term Payout election shall be the
first day of any Plan Year designated by the Participant, which may be no sooner than 3 Plan
Years after the
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Master Plan Document
 end of the Plan Year to which the Participants deferral election relates,
unless otherwise provided on an Election Form approved by the Committee.Subject to the other terms and conditions of this Plan, each Short-Term Payout elected
shall be paid out during a 60 day period commencing immediately after the Benefit
Distribution Date. By way of example, if a Short-Term Payout is elected for Annual Deferral
Amounts that are earned in the Plan Year commencing January 1, 2008, the earliest Benefit
Distribution Date that may be designated by a Participant would be January 1, 2012, and the
Short-Term Payout
would be paid out during the 60 day period commencing immediately after such Benefit
Distribution Date.4.2
    
    Postponing Short-Term Payouts. A Participant may elect to postpone a Short-Term
Payout described in Section 4.1 above, and have such amount paid out during a 60 day period
commencing immediately after an allowable alternative Benefit Distribution Date designated in
accordance with this Section 4.2. The Committee may, however, in its sole discretion, accept,
modify or reject such an election by a Participant. In order to make such an election, the
Participant must submit an Election Form to the Committee in accordance with the following
criteria:
 (a)
    
    The election of the new Benefit Distribution Date shall have no effect until at
least 12 months after the date on which the election is made;(b)
    
    The new Benefit Distribution Date selected by the Participant for such
Short-Term Payout must be the first day of a Plan Year that is no sooner than 5 years
after the previously designated Benefit Distribution Date; and(c)
    
    The election must be made at least 12 months prior to the Participants
previously designated Benefit Distribution Date for such Short-Term Payout.For purposes of applying the provisions of this Section 4.2, a Participants election
to postpone a Short-Term Payout shall not be considered to be made until the date on which
the election becomes irrevocable (including acceptance by the Committee). Such an election
shall become irrevocable no later than the date that is 12 months prior to the Participants
previously designated Benefit Distribution Date for such Short-Term Payout.
 4.3
    
    Other Benefits Take Precedence Over Short-Term Payouts. Should an event occur prior
to any Benefit Distribution Date designated for a Short-Term Payout that would trigger a
benefit under Articles 5 through 9, as applicable, all amounts subject to a Short-Term Payout
election shall be paid in accordance with the other applicable provisions of the Plan and not
in accordance with this Article 4.4.4
    
    Unforeseeable Emergencies.
 (a)
    
    If a Participant experiences an Unforeseeable Emergency prior to the occurrence
of a distribution event described in Articles 5 through 9, as applicable, the
Participant may
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Master
Plan Document
 petition the Committee to receive a partial or full payout from the
Plan. The payout, if any, from the Plan shall not exceed the lesser of (i) the
Participants vested Account Balance, calculated as of the close of business on or
around the Benefit Distribution Date for such payout, as determined by the Committee in
accordance with provisions set forth below, or (ii) the amount necessary to satisfy the
Unforeseeable Emergency, plus amounts necessary to pay Federal, state, or local income
taxes or penalties reasonably anticipated as a result of the distribution. A
Participant shall not be eligible to receive a payout from
the Plan to the extent that the Unforeseeable Emergency is or may be relieved (A)
through reimbursement or compensation by insurance or otherwise, (B) by liquidation
of the Participants assets, to the extent the liquidation of such assets would not
itself cause severe financial hardship or (C) by cessation of deferrals under this
Plan.If the Committee, in its sole discretion, approves a Participants petition for
payout from the Plan, the Participants Benefit Distribution Date for such payout
shall be the date on which such Committee approval occurs and such payout shall be
distributed to the Participant in a lump sum no later than 60 days after such Benefit
Distribution Date. In addition, in the event of such approval the Participants
outstanding deferral elections under the Plan shall be cancelled.
 (b)
    
    A Participants deferral elections under this Plan shall also be cancelled to
the extent the Committee determines that such action is required for the Participant to
obtain a hardship distribution from an Employers 401(k) Plan pursuant to Treas. Reg.
§1.401(k)-1(d)(3).
 ARTICLE 5  Retirement Benefit
 5.1
    
    Retirement Benefit. If a Participant experiences a Separation from Service that
qualifies as a Retirement, the Participant shall be eligible to receive his or her vested
Account Balance in either a lump sum or annual installment payments, as elected by the
Participant in accordance with Section 5.2 (the Retirement Benefit); provided, however, that
a Participant shall only be eligible to receive annual installments for Annual Accounts
relating to Plan Years beginning before January 1, 2009. A Participants Retirement Benefit
shall be calculated as of the close of business on or around the applicable Benefit
Distribution Date for such benefit, which shall be (i) the first day after the end of the
6-month period immediately following the date on which the Participant experiences such
Separation from Service if the Participant is a Specified Employee, and (ii) for all other
Participants, the date on which the Participant experiences a Separation from Service;
provided, however, if a Participant changes the form of distribution for one or more Annual
Accounts in accordance with Section 5.2(b), the Benefit Distribution Date for the Annual
Account(s) subject to such change shall be determined in accordance with Section 5.2(b).5.2
    
    Payment of Retirement Benefit.
 (a)
    
    In connection with a Participants election to defer an Annual Deferral Amount,
the Participant shall elect the form in which his or her Annual Account for such Plan
Year will be paid. The Participant may elect to receive each Annual Account (i) in the
form of
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Master Plan Document
 a lump sum or (ii) pursuant to an Annual Installment Method of 5, 10 or 15
years, but only with respect to Annual Accounts relating to Plan Years beginning before
January 1, 2009. If a Participant does not make any election with respect to the
payment of an Annual
Account, then the Participant shall be deemed to have elected to receive such Annual
Account as a lump sum.(b)
    
    A Participant may change the form of payment for an Annual Account by
submitting an Election Form to the Committee in accordance with the following criteria:
 (i)
    
    The election shall not take effect until at least 12 months after
the date on which the election is made;(ii)
    
    The new Benefit Distribution Date for such Annual Account shall
be at least 5 years after the Benefit Distribution Date that would otherwise
have been applicable to such Annual Account; and(iii)
    
    The election must be made at least 12 months prior to the
Benefit Distribution Date that would otherwise have been applicable to such
Annual Account.
 For purposes of applying the provisions of this Section 5.2(b), a Participants
election to change the form of payment for an Annual Account shall not be considered
to be made until the date on which the election becomes irrevocable. Such an
election shall become irrevocable no later than the date that is 12 months prior to
the Benefit Distribution Date that would otherwise have been applicable to such
Annual Account. Subject to the requirements of this Section 5.2(b), the Election
Form most recently accepted by the Committee that has become effective for an Annual
Account shall govern the form of payout of such Annual Account.(c)
    
    The lump sum payment shall be made, or installment payments shall commence, no
later than 60 days after the applicable Benefit Distribution Date. Remaining
installments, if any, shall continue in accordance with the Participants election for
each Annual Account and shall be paid no later than 60 days after each anniversary of
the Benefit Distribution Date.
 ARTICLE 6  Pre-Retirement Survivor Benefit
 6.1
    
    Pre-Retirement Survivor Benefit. The Participants Beneficiary shall receive a
Pre-Retirement Survivor Benefit equal to the Participants Account Balance if the Participant
dies before he or she Retires, experiences a Separation from Service or suffers a Disability.6.2
    
    Payment of Pre-Retirement Survivor Benefit. A Participant, in connection with his or
her commencement of participation in the Plan, shall elect on an Election Form whether the
Pre-Retirement Survivor Benefit shall be received by his or her Beneficiary in a lump sum or,
in the case of Annual Accounts relating to Plan Years beginning before January 1, 2009,
pursuant to an
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Master Plan Document
 Annual Installment Method of 5, 10 or 15 years. The Participant may annually
change this election to an allowable alternative payout period by submitting a new Election
Form to the Committee; provided, however, the election
shall not take effect until at least 12 months after the date on which the election is made.
If a Participant does not make any election with respect to the payment of the
Pre-Retirement Survivor Benefit, then such benefit shall be paid in a lump sum. Despite the
foregoing, if the Participants Account Balance at the time of his or her death is less than
$25,000, payment of the Pre-Retirement Survivor Benefit shall be made in a lump sum.The
lump sum payment shall be made, or installment payments shall commence, no later than 60
days after the Committee is provided with proof that is satisfactory to the Committee of the
Participants death.
 ARTICLE 7  Termination Benefit
 7.1
    
    Termination Benefit. If a Participant experiences a Separation from Service that
does not qualify as a Retirement, the Participant shall receive his or her vested Account
Balance in the form of a lump sum payment (the Termination Benefit). A Participants
Termination Benefit shall be calculated as of the close of business on or around the Benefit
Distribution Date for such benefit, which shall be (i) the first day after the end of the
6-month period immediately following the date on which the Participant experiences such
Separation from Service if the Participant is a Specified Employee, and (ii) for all other
Participants, the date on which the Participant experiences a Separation from Service.7.2
    
    Payment of Termination Benefit. The Termination Benefit shall be paid to the
Participant no later than 60 days after the Participants Benefit Distribution Date.
Notwithstanding the foregoing, to the extent a Participants Account Balance is equal to or
greater than $25,000 at the time of Separation from Service, the Participant may request that
the Committee cause the Termination Benefit to be paid pursuant to an Annual Installment
Method of 5, 10, or 15 years (but only with respect to Annual Deferral Amounts relating to
Plan Years beginning before January 1, 2009). The Committee may, in its sole discretion,
accept, modify or reject the request of a Participant to pay the Termination Benefit pursuant
to a method other than lump sum. Such request, along with any Committee acceptance, shall
comply with the requirements of Section 5.2(b) (relating to subsequent changes of payment
elections). Once the change in election to pay the Termination Benefit pursuant to a method
other than a lump sum has been approved by the Committee, this election can no longer be
modified again at a later date. The lump sum payment shall be made, or installment payments
shall commence, no later than 60 days after the Participants Benefit Distribution Date.
 ARTICLE 8  Disability Benefit
 8.1
    
    Disability Benefit. If a Participant becomes Disabled prior to the occurrence of a
distribution event described in Articles 5 through 7, as applicable, the Participant shall
receive his or her
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Master Plan Document
 vested Account Balance in the form of a lump sum payment (the Disability
Benefit). The Disability Benefit shall be calculated as of the close of business on
or around the Participants Benefit Distribution Date for such benefit, which shall be the
date on which the Participant becomes Disabled.8.2
    
    Payment of Disability Benefit. The Disability Benefit shall be paid to the
Participant no later than 60 days after the Participants Benefit Distribution Date.
 ARTICLE 9  Post-Retirement Survivor Benefit
 9.1
    
    Death Prior to Completion of Retirement Benefit. If a Participant dies after
Retirement but before the Retirement Benefit is paid in full, the Participants unpaid
Retirement Benefit payments shall continue and shall be paid to the Participants Beneficiary
in a lump sum.9.2
    
    Payment of Post-Retirement Survivor Benefit. The Post-Retirement Survivor Benefit
under this Article shall be paid to the Participants Beneficiary(ies) no later than 60 days
after the Participants Benefit Distribution Date, which shall be the date on which the
Committee is provided with proof that is satisfactory to the Committee of the Participants
death.
 ARTICLE 10  Beneficiary Designation
 10.1
    
    Beneficiary. Each Participant shall have the right, at any time, to designate his or
her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable
under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated
under this Plan may be the same as or different from the Beneficiary designation under any
other plan of an Employer in which the Participant participates.10.2
    
    Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his
or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning
it to the Committee or its designated agent. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary
Designation Form and the Committees rules and procedures, as in effect from time to time. If
the Participant names someone other than his or her spouse as a Beneficiary, the Committee
may, in its sole discretion, determine that spousal consent is required to be provided in a
form designated by the Committee, executed by such Participants spouse and returned to the
Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled. The Committee shall be entitled
to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the
Committee prior to his or her death.
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Master Plan Document
 10.3
    
    Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received and acknowledged in writing by the Committee or its designated agent.10.4
    
    No Beneficiary Designation. If a Participant fails to designate a Beneficiary as
provided in Sections 10.1, 10.2 and 10.3 above or, if all designated Beneficiaries predecease
the Participant or die prior to complete distribution of the Participants benefits, then the
Participants designated Beneficiary shall be deemed to be his or her surviving spouse. If
the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary shall be payable to the executor or personal representative of the Participants
estate.10.5
    
    Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary
to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in
its discretion, to cause the Participants Employer to withhold such payments until this
matter is resolved to the Committees satisfaction.10.6
    
    Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary
shall fully and completely discharge all Employers and the Committee from all further
obligations under this Plan with respect to the Participant, and that Participants Plan
Agreement shall terminate upon such full payment of benefits.
 ARTICLE 11  Leave of Absence
 11.1
    
    Paid Leave of Absence. If a Participant is authorized by the Participants Employer
to take a paid leave of absence from the employment of the Employer, and such leave of absence
does not constitute a Separation from Service, (a) the Participant shall continue to be
considered eligible for the benefits provided under the Plan, and (b) the Annual Deferral
Amount shall continue to be withheld during such paid leave of absence in accordance with
Section 3.2.11.2
    
    Unpaid Leave of Absence. If a Participant is authorized by the Participants
Employer to take an unpaid leave of absence from the employment of the Employer for any
reason, and such leave of absence does not constitute a Separation from Service, such
Participant shall continue to be eligible for the benefits provided under the Plan. During
the unpaid leave of absence, the Participant shall not be allowed to make any additional
deferral elections. However, if the Participant returns to employment, the Participant may
elect to defer an Annual Deferral Amount for the Plan Year following his or her return to
employment and for every Plan Year thereafter while a Participant in the Plan, provided such
deferral elections are otherwise allowed and an Election Form is delivered to and accepted by
the Committee for each such election in accordance with Section 3.2 above.
 ARTICLE 12  Termination of Plan, Amendment or Modification
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Master Plan Document
 12.1
    
    Termination of Plan. Although each Employer anticipates that it will continue the
Plan for an indefinite period of time, there is no guarantee that any Employer will continue
the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer
reserves the right to terminate the Plan with respect to all of its Participants. In the
event of a Plan termination no new deferral elections shall be permitted for the affected
Participants and such Participants shall no longer be eligible to receive new Company
contributions. However, after the Plan termination the Account Balances of such Participants
shall continue to be credited with Annual Deferral Amounts attributable to a deferral election
that was in effect prior to the Plan termination to the extent deemed necessary to comply with
Code Section 409A and related Treasury Regulations, and additional amounts shall continue to
credited or debited to such Participants Account Balances pursuant to Section 3.7. The
Measurement Funds available to Participants following the termination of the Plan shall be
comparable in number and type to those Measurement Funds available to Participants in the Plan
Year preceding the Plan Year in which the Plan termination is effective. In addition,
following a Plan termination, Participant Account Balances shall remain in the Plan and shall
not be distributed until such amounts become eligible for distribution in accordance with the
other applicable provisions of the Plan. Notwithstanding the preceding sentence, to the
extent permitted by Treas. Reg. §1.409A-3(j)(4)(ix), the Employer may provide that upon
termination of the Plan, all Account Balances of the Participants shall be distributed,
subject to and in accordance with any rules established by such Employer deemed necessary to
comply with the applicable requirements and limitations of Treas. Reg. §1.409A-3(j)(4)(ix).
 12.2
    
    Amendment. Any Employer may, at any time, amend or modify the Plan in whole or in
part with respect to that Employer. Notwithstanding the foregoing, (i) no amendment or
modification shall be effective to decrease or restrict the value of a Participants Account
Balance in existence at the time the amendment or modification is made, calculated as if the
Participant had experienced a Separation from Service as of the effective date of the
amendment or modification or, if the amendment or modification occurs after the date upon
which the Participant was eligible to Retire, the Participant had Retired as of the effective
date of the amendment or modification, (ii) no amendment or modification shall be effective
upon or after a Change in Control without the prior written consent of a majority of the
Participants, and (iii) no amendment or modification of this Section 12.2 or Section 13.2 of
the Plan shall be effective.12.3
    
    Plan Agreement. Despite the provisions of Sections 12.1, if a Participants Plan
Agreement contains benefits or limitations that are not in this Plan document, the Employer
may only amend or terminate such provisions with the written consent of the Participant.12.4
    
    Effect of Payment. The full payment of the Participants vested Account Balance in
accordance with the applicable provisions of the Plan shall completely
discharge all obligations to a Participant and his or her designated Beneficiaries under
this Plan, and the Participants Plan Agreement shall terminate.
 ARTICLE 13  Administration
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Master Plan Document
 13.1
    
    Committee Duties. Except as otherwise provided in this Article 13, this Plan shall
be administered by a Committee, which shall consist of the Board, or such committee as the
Board shall appoint. Members of the Committee may be Participants under this Plan. The
Committee shall also have the discretion and authority to (a) make, amend, interpret, and
enforce all appropriate rules and regulations for the administration of this Plan, and
(b) decide or resolve any and all questions, including benefit entitlement determinations and
interpretations of this Plan, as may arise in connection with the Plan. Any individual
serving on the Committee who is a Participant shall not vote or act on any matter relating
solely to himself or herself. When making a determination or calculation, the Committee shall
be entitled to rely on information furnished by a Participant or the Company.13.2
    
    Administration Upon Change In Control. Within 120 days following a Change in Control,
the individuals who comprised the Committee immediately prior to the Change in Control
(whether or not such individuals are members of the Committee following the Change in Control)
may, by written consent of the majority of such individuals, appoint an independent third
party administrator (the Administrator) to perform any or all of the Committees duties
described in Section 13.1 above, including without limitation, the power to determine any
questions arising in connection with the administration or interpretation of the Plan, and the
power to make benefit entitlement determinations. Upon and after the effective date of such
appointment, (a) the Company must pay all reasonable administrative expenses and fees of the
Administrator, and (b) the Administrator may only be terminated with the written consent of
the majority of Participants with an Account Balance in the Plan as of the date of such
proposed termination.
 13.3
    
    Agents. In the administration of this Plan, the Committee or the Administrator, as
applicable, may, from time to time, employ agents and delegate to them such administrative
duties as it sees fit (including acting through a duly appointed representative) and may from
time to time consult with counsel.13.4
    
    Binding Effect of Decisions. The decision or action of the Committee or
Administrator, as applicable, with respect to any question arising out of or in connection
with the administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan.13.5
    
    Indemnity of Committee. All Employers shall indemnify and hold harmless the members
of the Committee, any Employee to whom the duties of the Committee may be delegated, and the
Administrator against any and all claims, losses,
damages, expenses or liabilities arising from any action or failure to act with respect to
this Plan, except in the case of willful misconduct by the Committee, any of its members,
any such Employee or the Administrator.13.6
    
    Employer Information. To enable the Committee and/or Administrator to perform its
functions, the Company and each Employer shall supply full and timely information to the
Committee and/or Administrator, as the case may be, on all matters relating to the Plan, the
Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the
compensation of its Participants, the date and circumstances of the Separation from Service,
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Master Plan Document
 Disability or death of its Participants, and such other pertinent information as the Committee
or Administrator may reasonably require.
 ARTICLE 14  Other Benefits and Agreements
 14.1
    
    Coordination with Other Benefits. The benefits provided for a Participant and
Participants Beneficiary under the Plan are in addition to any other benefits available to
such Participant under any other plan or program for employees of the Participants Employer.
The Plan shall supplement and shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided.
 ARTICLE 15  Claims Procedures
 15.1
    
    Presentation of Claim. Any Participant or Beneficiary of a deceased Participant
(such Participant or Beneficiary being referred to below as a Claimant) may deliver to the
Committee a written claim for a determination with respect to the amounts distributable to
such Claimant from the Plan. If such a claim relates to the contents of a notice received by
the
Claimant, the claim must be made within 60 days after such
notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that
caused the claim to arise occurred. The claim must state with particularity the determination
desired by the Claimant.15.2
    
    Notification of Decision. The Committee shall consider a Claimants claim within a
reasonable time, but no later than 90 days after receiving the claim. If the Committee
determines that special circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished to the Claimant prior to the termination of
the initial 90 day period. In no event shall such extension exceed a period of 90 days from
the end of the initial period. The extension notice shall indicate the special circumstances
requiring an extension of time and the date by which the Committee expects to render the
benefit determination. The Committee shall notify the Claimant in writing:
 (a)
    
    that the Claimants requested determination has been made, and that the claim
has been allowed in full; or(b)
    
    that the Committee has reached a conclusion contrary, in whole or in part, to
the Claimants requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:
 (i)
    
    the specific reason(s) for the denial of the claim, or any part
of it;
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Master Plan Document
 (ii)
    
    specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;(iii)
    
    a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary;(iv)
    
    an explanation of the claim review procedure set forth in
Section 15.3 below; and(v)
    
    a statement of the Claimants right to bring a civil action under
ERISA Section 502(a) following an adverse benefit determination on review.
 15.3
    
    Review of a Denied Claim. On or before 60 days after receiving a notice from the
Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimants
duly authorized representative) may file with the Committee a written request for a review of
the denial of the claim. The Claimant (or the Claimants duly authorized representative):
 (a)
    
    may, upon request and free of charge, have reasonable access to, and copies of,
all documents, records and other information relevant (as defined in applicable ERISA
regulations) to the claim for benefits;(b)
    
    may submit written comments or other documents; and/or(c)
    
    may request a hearing, which the Committee, in its sole discretion, may grant.
 15.4
    
    Decision on Review. The Committee shall render its decision on review promptly, and
no later than 60 days after the Committee receives the Claimants written request for a review
of the denial of the claim. If the Committee determines that special circumstances require an
extension of time for processing the claim, written notice of the extension shall be furnished
to the Claimant prior to the termination of the initial 60 day period. In no event shall such
extension exceed a period of 60 days from the end of the initial period. The extension notice
shall indicate the special circumstances requiring an extension of time and the date by which
the Committee expects to render the benefit determination. In rendering its decision, the
Committee shall take into account all comments, documents, records and other information
submitted by the Claimant relating to the claim, without regard to whether
such information was submitted or considered in the initial benefit determination. The
decision must be written in a manner calculated to be understood by the Claimant, and it
must contain:
 (a)
    
    specific reasons for the decision;(b)
    
    specific reference(s) to the pertinent Plan provisions upon which the decision
was based;(c)
    
    a statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the Claimants
claim for benefits; and
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Master Plan Document
 (d)
    
    a statement of the Claimants right to bring a civil action under ERISA Section
502(a).
 15.5
    
    Legal Action. A Claimants compliance with the foregoing provisions of this
Article 15 is a mandatory prerequisite to a Claimants right to commence any legal action with
respect to any claim for benefits under this Plan.
 ARTICLE 16  Trust
 16.1
    
    Establishment of the Trust. In order to provide assets from which to fulfill its
obligations to the Participants and their Beneficiaries under the Plan, the Company may
establish a trust by a trust agreement with a third party, the trustee, to which each Employer
may, in its discretion, contribute cash or other property, including securities issued by the
Company, to provide for the benefit payments under the Plan (the Trust).16.2
    
    Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan
Agreement shall govern the rights of a Participant to receive distributions pursuant to the
Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and
the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at
all times remain liable to carry out its obligations under the Plan.16.3
    
    Distributions From the Trust. Each Employers obligations under the Plan may be
satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Employers obligations under this Plan.
 ARTICLE 17  Miscellaneous
 17.1
    
    Status of Plan. The Plan is intended to be a plan that is not qualified within the
meaning of Code Section 401(a) and that is unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a select group of
management or highly compensated employees within the meaning of ERISA Sections 201(2),
301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted (a) to the extent
possible in a manner consistent with the intent described in the preceding sentence, and (b)
in accordance with Code Section 409A and related Treasury guidance and Regulations.17.2
    
    Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors
and assigns shall have no legal or equitable rights, interests or claims in any property or
assets of an Employer. For purposes of the payment of benefits under this Plan, any and all
of an Employers assets shall be, and remain, the general, unpledged unrestricted assets of
the Employer. An Employers obligation under the Plan shall be merely that of an unfunded and
unsecured promise to pay money in the future.
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Master Plan Document
 17.3
    
    Employers Liability. An Employers liability for the payment of benefits shall be
defined only by the Plan and the Plan Agreement, as entered into between the Employer and a
Participant. An Employer shall have no obligation to a Participant under the Plan except as
expressly provided in the Plan and his or her Plan Agreement.17.4
    
    Nonassignability. Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are expressly declared to
be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure, attachment, garnishment or sequestration for the payment of
any debts, judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participants or any other
persons bankruptcy or insolvency or be transferable to a spouse as a result of a property
settlement or otherwise.17.5
    
    Not a Contract of Employment. The terms and conditions of this Plan shall not be
deemed to constitute a contract of employment between any Employer and the Participant. Such
employment is hereby acknowledged to be an at will employment relationship that can be
terminated at any time for any reason, or no reason, with or without cause, and with or
without notice, unless expressly provided in a written employment agreement. Nothing in this
Plan shall be deemed to give a Participant the right to be retained in the service of any
Employer, or to interfere with the right of any Employer to discipline or discharge the
Participant at any time.17.6
    
    Furnishing Information. A Participant or his or her Beneficiary will cooperate with
the Committee by furnishing any and all information requested by the Committee and take such
other actions as may be requested in order to facilitate the administration of the Plan and
the payments of benefits hereunder, including but not limited to taking such physical
examinations as the Committee may deem necessary.17.7
    
    Terms. Whenever any words are used herein in the masculine, they shall be construed
as though they were in the feminine in all cases where they would so apply; andwhenever any words are used herein in the singular or in the plural, they shall be construed
as though they were used in the plural or the singular, as the case may be, in all cases
where they would so apply.17.8
    
    Captions. The captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of any of its
provisions.17.9
    
    Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the internal laws of the State of California without regard to its
conflicts of laws principles.17.10
    
    Notice. Any notice or filing required or permitted to be given to the Committee
under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below:
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Master Plan Document
 
 Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification.Any notice or filing required or permitted to be given to a Participant under this Plan
shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known
address of the Participant.17.11
    
    Successors. The provisions of this Plan shall bind and inure to the benefit of the
Participants Employer and its successors and assigns and the Participant and the
Participants designated Beneficiaries.17.12
    
    Spouses Interest. The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant shall automatically pass to the Participant
and shall not be transferable by such spouse in any manner, including but not limited to such
spouses will, nor shall such interest pass under the laws of intestate succession.17.13
    
    Validity. In case any provision of this Plan shall be illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal or invalid provision had never been
inserted herein.17.14
    
    Incompetent. If the Committee determines in its discretion that a benefit under
this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of
handling the disposition of that persons property, the Committee may direct payment
of such benefit to the guardian, legal representative or person having the care and custody
of such minor, incompetent or incapable person. The Committee may require proof of
minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to
distribution of the benefit. Any payment of a benefit shall be a payment for the account of
the Participant and the Participants Beneficiary, as the case may be, and shall be a
complete discharge of any liability under the Plan for such payment amount.17.15
    
    Domestic Relations Orders. If necessary to comply with a domestic relations order,
as defined in Code Section 414(p)(1)(B), pursuant to which a court has determined that a
spouse or former spouse of a Participant has an interest in the Participants benefits under
the Plan, the Committee shall have the right to immediately distribute the spouses or former
spouses interest in the Participants benefits under the Plan to such spouse or former
spouse.17.16
    
    Distribution in the Event of Income Inclusion Under Code Section 409A.If any
portion of a Participants Account Balance under this Plan is required to be included in
income by the Participant prior to receipt due to a failure of this Plan to comply with the
requirements of Code Section 409A and related Treasury Regulations, the Committee may
determine that such
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Master Plan Document
 Participant shall receive a distribution from the Plan in an amount equal
to the lesser of (i) the portion of his or her Account Balance required to be included in
income as a result of the failure of the Plan to comply with the requirements of Code Section
409A and related Treasury Regulations, or (ii) the unpaid vested Account Balance.17.17
    
    Deduction Limitation on Benefit Payments.If an Employer reasonably anticipates
that the Employers deduction with respect to any distribution from this Plan would be limited
or eliminated by application of Code Section 162(m), then to the extent permitted by Treas.
Reg. §1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to ensure that the
entire amount of any distribution from this Plan is deductible. Any amounts for which
distribution is delayed pursuant to this Section shall continue to be credited/debited with
additional amounts in accordance with Section 3.7. The delayed amounts (and any amounts
credited thereon) shall be distributed to the Participant (or his or her Beneficiary in the
event of the Participants death) at the earliest date the Employer reasonably anticipates
that the deduction of the payment of the amount will not be limited or eliminated by
application of Code Section 162(m). In the event that such date is determined to be after a
Participants Separation from Service and the Participant to whom the payment relates is
determined to be a Specified Employee, then to the extent deemed necessary to comply with
Treas. Reg. §1.409A-3(i)(2), the delayed payment shall not made before the end of the
six-month period following such Participants Separation from Service.
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Master Plan Document
 APPENDIX A
 LIMITED TRANSITION RELIEF FOR DISTRIBUTION ELECTIONS MADE
AVAILABLE IN ACCORDANCE WITH NOTICE 2006-79, 2007-86 AND SUBSEQUENT
GUIDANCE
  Opportunity to Make New (or Revise Existing) Distribution Elections
    30