Exhibit 10.q





 


 


 


 


 


 


 


 


 


 


 


 


 


THE EXECUTIVE NONQUALIFIED EXCESS PLAN


PLAN DOCUMENT




    	 



    	 



    

THE EXECUTIVE NONQUALIFIED EXCESS PLAN


 


Section 1.       Purpose:


 


By execution of the Adoption Agreement,
the Employer has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means by which certain management
Employees or Independent Contractors of the Employer may elect to defer receipt of current Compensation from the Employer in order
to provide retirement and other benefits on behalf of such Employees or Independent Contractors of the Employer, as selected in
the Adoption Agreement. The Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions
of Section 409A of the Internal Revenue Code (the "Code"). The Plan is also intended to be an unfunded plan maintained
primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees
under Sections 201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 1974 (“ERISA”) and
independent contractors. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered
in a manner consistent with these intentions.


Section 2.       Definitions:


 


As used in the Plan, including this Section
2, references to one gender shall include the other, unless otherwise indicated by the context:


2.1       "Active
Participant" means, with respect to any day or date, a Participant who is in Service on such day or date; provided, that
a Participant shall cease to be an Active Participant (i) immediately upon a determination by the Committee that the Participant
has ceased to be an Employee or Independent Contractor, or (ii) at the end 



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of the Plan Year that the Committee determines the Participant
no longer meets the eligibility requirements of the Plan.


2.2       "Adoption
Agreement" means the written agreement pursuant to which the Employer adopts the Plan. The Adoption Agreement is a part
of the Plan as applied to the Employer.


2.3       "Beneficiary"
means the person, persons, entity or entities designated or determined pursuant to the provisions of Section 13 of the Plan.


2.4       "Board"
means the Board of Directors of the Company, if the Company is a corporation. If the Company is not a corporation, "Board"
shall mean the Company.


2.5       "Change
in Control Event" means an event described in Section 409A(a)(2)(A)(v) of the Code (or any successor provision thereto)
and the regulations thereunder.


2.6       "Committee"
means the persons or entity designated in the Adoption Agreement to administer the Plan. If the Committee designated in the
Adoption Agreement is unable to serve, the Employer shall satisfy the duties of the Committee provided for in Section 9.


2.7       "Company"
means the company designated in the Adoption Agreement as such.


2.8       "Compensation"
shall have the meaning designated in the Adoption Agreement.


2.9       "Crediting
Date" means the date designated in the Adoption Agreement for crediting the amount of any Participant Deferral Credits
or Employer Credits to the Deferred Compensation Account of a Participant.



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2.10       "Deferred
Compensation Account" means the account or accounts maintained with respect to each Participant under the Plan. The Deferred
Compensation Account shall be credited with Participant Deferral Credits and Employer Credits, credited or debited for deemed investment
gains or losses, and adjusted for payments in accordance with the rules and elections in effect under Section 8. As permitted in
the Adoption Agreement, the Deferred Compensation Account of a Participant may consist of one or more accounts including In-Service
or Education Accounts, if applicable. A Participant may elect payment options for each account as described in Section 7.1 and
deemed investments for each account as described in Section 8.2.


2.11       "Disabled
or Disability" means Disabled or Disability within the meaning of Section 409A of the Code and the regulations thereunder.
Generally, this means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not
less than 12 months, or is, by reason of any medically determinable physical or mental impairment which can be expected to result
in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for
a period of not less than three months under an accident and health plan covering Employees of the Employer.


2.12       “Education Account”
is an In-Service Account which will be used by the Participant for educational purposes.


2.13       "Effective
Date" shall be the date designated in the Adoption Agreement.



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2.14       "Employee"
means an individual in the Service of the Employer if the relationship between the individual and the Employer is the legal
relationship of employer and employee. An individual shall cease to be an Employee upon the Employee's Separation from Service.


2.15       "Employer"
means the Company, as identified in the Adoption Agreement, and any Participating Employer which adopts this Plan. An Employer
may be a corporation, a limited liability company, a partnership or sole proprietorship.


2.16       "Employer
Credits" means the amounts credited to the Participant's Deferred Compensation Account by the Employer pursuant to the
provisions of Section 4.2.


2.17       "Grandfathered
Amounts" means, if applicable, the amounts that were deferred under the Plan and were earned and vested within the meaning
of Section 409A of the Code and regulations thereunder as of December 31, 2004. Grandfathered Amounts shall be subject to the terms
designated in the Plan which were in effect as of October 3, 2004.


2.18       "Independent
Contractor" means an individual in the Service of the


Employer if the relationship between the individual and the
Employer is not the legal relationship of employer and employee. An individual shall cease to be an Independent Contractor upon
the termination of the Independent Contractor's Service. An Independent


Contractor shall include a director of the Employer who is not
an Employee.


2.19       "In-Service
Account" means a separate account to be kept for each


Participant that has elected to take in-service distributions
as described in Section 5.4. The In-Service Account shall be adjusted in the same manner and at the same time as the 



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Deferred Compensation
Account under Section 8 and in accordance with the rules and elections in effect under Section 8.


2.20       "Normal
Retirement Age" of a Participant means the age designated in the Adoption Agreement.


2.21       "Participant"
means with respect to any Plan Year an Employee or


Independent Contractor who has been designated by the Committee
as a Participant and who has entered the Plan or who has a Deferred Compensation Account under the Plan; provided that if the Participant
is an Employee, the individual must be a highly compensated or management employee of the Employer within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA.


2.22       "Participant
Deferral Credits" means the amounts credited to the


Participant's Deferred Compensation Account by the Employer
pursuant to the provisions of Section 4.1.


2.23       "Participating
Employer" means any trade or business (whether or not incorporated) which adopts this Plan with the consent of the Company
identified in the Adoption Agreement.


2.24       "Participation
Agreement" means a written agreement entered into between a Participant and the Employer pursuant to the provisions of
Section 4.1


2.25       "Performance-Based
Compensation" means compensation where the amount of, or entitlement to, the compensation is contingent on the satisfaction
of preestablished organizational or individual performance criteria relating to a performance period of at least twelve months.
Organizational or individual performance criteria are considered preestablished if established in writing within 90 days after
the 



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commencement of the period of service to which the criteria relates, provided that the outcome is substantially uncertain at
the time the criteria are established. Performance-based compensation may include payments based upon subjective performance criteria
as provided in regulations and administrative guidance promulgated under Section 409A of the Code.


2.26       "Plan"
means The Executive Nonqualified Excess Plan, as herein set out and as set out in the Adoption Agreement, or as duly amended.
The name of the Plan as applied to the Employer shall be designated in the Adoption Agreement.


2.27       "Plan-Approved
Domestic Relations Order" shall mean a judgment, decree, or order (including the approval of a settlement agreement) which
is:


2.27.1       Issued
pursuant to a State's domestic relations law;


2.27.2       Relates
to the provision of child support, alimony payments or marital property rights to a Spouse, former Spouse, child or other dependent
of the Participant;


2.27.3       Creates
or recognizes the right of a Spouse, former Spouse, child or other dependent of the Participant to receive all or a portion of
the Participant's benefits under the Plan;


2.27.4       Requires
payment to such person of their interest in the Participant's benefits in a lump sum payment at a specific time; and


2.27.5       Meets
such other requirements established by the Committee.


2.28       "Plan
Year" means the twelve-month period ending on the last day of the month designated in the Adoption Agreement; provided
that the initial Plan Year may have fewer than twelve months.


2.29       "Qualifying
Distribution Event" means (i) the Separation from Service of the Participant, (ii) the date the Participant becomes Disabled,
(iii) the death of the Participant, (iv) the time specified by the Participant for an In-Service or Education 



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Distribution, (v)
a Change in Control Event, or (vi) an Unforeseeable Emergency, each to the extent provided in Section 5.


2.30       "Seniority
Date" shall have the meaning designated in the Adoption Agreement.


2.31       "Separation
from Service" or "Separates from Service" means a "separation from service" within the meaning
of Section 409A of the Code.


2.32       "Service"
means employment by the Employer as an Employee. For purposes of the Plan, the employment relationship is treated as continuing
intact while the


Employee is on military leave, sick leave, or other bona fide
leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Employee's right to reemployment
is provided either by statute or contract. If the Participant is an Independent Contractor, "Service" shall mean the
period during which the contractual relationship exists between the Employer and the Participant. The contractual relationship
is not terminated if the Participant anticipates a renewal of the contract or becomes an Employee.


2.33       "Service
Bonus" means any bonus paid to a Participant by the Employer which is not Performance-Based Compensation.


2.34       "Specified
Employee" means an Employee who meets the requirements for key employee treatment under Section 416(i)(l)(A)(i), (ii)
or (iii) of the Code (applied in accordance with the regulations thereunder and without regard to Section 416(i)(5) of the Code)
at any time during the twelve month period ending on December 31 of each year (the "identification date"). If the person
is a key employee as of any identification date, the person is treated as a Specified Employee for the twelve-month period 



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beginning
on the first day of the fourth month following the identification date. Unless binding corporate action is taken to establish different
rules for determining Specified Employees for all plans of the Company and its controlled group members that are subject to Section
409A of the Code, the foregoing rules and the other default rules under the regulations of Section 409A of the Code shall apply.


2.35       "Spouse"
or ''Surviving Spouse" means, except as otherwise provided in the Plan, a person who is the legally married spouse
or surviving spouse of a Participant.


2.36       "Unforeseeable
Emergency" means an "unforeseeable emergency" within the meaning of Section 409A of the Code.


2.37       "Years
of Service" means each Plan Year of Service completed by the Participant. For vesting purposes, Years of Service shall
be calculated from the date designated in the Adoption Agreement and Service shall be based on service with the Company and all
Participating Employers.


Section 3.       Participation:


The Committee in its discretion shall designate
each Employee or Independent Contractor who is eligible to participate in the Plan. A Participant who Separates from Service with
the Employer and who later returns to Service will not be an Active Participant under the Plan except upon satisfaction of such
terms and conditions as the Committee shall establish upon the Participant's return to Service, whether or not the Participant
shall have a balance remaining in his Deferred Compensation Account under the Plan on the date of the return to Service.


 



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Section 4.       Credits to Deferred
Compensation Account:


4.1       Participant
Deferral Credits. To the extent provided in the Adoption Agreement, each Active Participant may elect, by entering into a
Participation Agreement with the Employer, to defer the receipt of Compensation from the Employer by a dollar amount or
percentage specified in the Participation Agreement. The amount of Compensation the Participant elects to defer, the
Participant Deferral Credit, shall be credited by the Employer to the Deferred Compensation Account maintained for the
Participant pursuant to Section 8. The following special provisions shall apply with respect to the Participant Deferral
Credits of a Participant:


4.1.1       The
Employer shall credit to the Participant's Deferred Compensation Account on each Crediting Date an amount equal to the total Participant
Deferral Credit for the period ending on such Crediting Date.


4.1.2       An
election pursuant to this Section 4.1 shall be made by the Participant by executing and delivering a Participation Agreement to
the Committee. Except as otherwise provided in this Section 4.1, the Participation Agreement shall become effective with respect
to such Participant as of the first day of January following the date such Participation Agreement is received by the Committee.
A Participant's election may be changed at any time prior to the last permissible date for making the election as permitted in
this Section 4.1, and shall thereafter be irrevocable. Any election of a Participant shall continue in effect for the time period
as set forth in the Adoption Agreement and shall be described as evergreen or non-evergreen as appropriate.


4.1.3       A
Participant may execute and deliver a Participation Agreement to the Committee within 30 days after the date the Participant first
becomes eligible to participate in the Plan. After the 30 day period expires, or after any shorter time period as agreed to by
the Participant and the Committee, the latest election made by the Participant during that period becomes irrevocable. Such election
shall then be effective as of the first payroll period commencing following the date the Participation Agreement becomes irrevocable.
Whether a Participant is treated as newly eligible for participation under this Section shall be determined in accordance with
Section 409A of the Code and the regulations thereunder, including (i) rules that treat all elective deferral account balance plans
as one plan, and (ii) rules that treat a previously eligible Employee as newly eligible if his benefits had been previously distributed
or if he has been ineligible for 24 months. For Compensation that is earned based upon a specified performance period (for example,
an annual bonus), where a deferral election is made under this Section but after the beginning of the performance period, the election
will only apply to 



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the portion of the Compensation equal to the total amount of
the Compensation for the service period multiplied by the ratio of the number of days remaining in the performance period after
the date the election becomes irrevocable over the total number of days in the performance period.


4.1.4       A
Participant may unilaterally modify a Participation Agreement (either to terminate, increase or decrease the portion of his future
Compensation which is subject to deferral within the percentage limits set forth in Section 4.1 of the Adoption Agreement) by
providing a written modification of the Participation Agreement to the Committee. The modification shall become effective as of
the first day of January following the date such written modification is received by the Committee, or at such later date as required
under Section 409A of the Code.


4.1.5       If
the Participant performed services continuously from the later of the beginning of the performance period or the date upon which
the performance criteria are established through the date upon which the Participant makes an initial deferral election, a Participation
Agreement relating to the deferral of Performance-Based Compensation may be executed and delivered to the Committee no later than
the date which is 6 months prior to the end of the performance period, provided that in no event may an election to defer Performance-Based
Compensation be made after such Compensation has become readily ascertainable.


4.1.6       If
the Employer has a fiscal year other than the calendar year, Compensation relating to Service in the fiscal year of the Employer
(such as a bonus based on the fiscal year of the Employer), of which no amount is paid or payable during the fiscal year, may
be deferred at the Participant's election if the election to defer is made not later than the close of the Employer's fiscal year
next preceding the first fiscal year in which the Participant performs any services for which such Compensation is payable.


4.1.7       Compensation
payable after the last day of the Participant's taxable year solely for services provided during the final payroll period containing
the last day of the Participant's taxable year (i.e., December 31) is treated for purposes of this Section 4.1 as Compensation
for services performed in the subsequent taxable year.


4.1.8       The
Committee may from time to time establish policies or rules consistent with the requirements of Section 409A of the Code to govern
the manner in which Participant Deferral Credits may be made.


 


4.1.9       If
a Participant becomes Disabled all currently effective deferral elections for such Participant shall be cancelled. At the time
the participant is no longer Disabled, subsequent elections to defer future compensation will be permitted under this Section
4.


4.1.10 If a Participant applies for and
receives a distribution on account of an Unforeseeable Emergency, all currently effective deferral elections for such Participant




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shall be cancelled. Subsequent elections to defer future compensation will be permitted under this Section 4.


4.1.11 If a Participant receives a hardship distribution
under Section 1.401(k)-1(d)(3) of the Code, all currently effective deferral elections shall be cancelled. Subsequent elections
to defer future compensation under this Section 4 will not be effective until the later of the beginning of the next calendar year
or six months after the date of the hardship distribution. If the effective date of such an election occurs after the beginning
of the next calendar year, as permitted by the Employer, a Participant may make elections for the next calendar year prior to January
1st of the next calendar year, but these elections will not become effective until the end of the six month waiting
period.


 


4.2       Employer
Credits. If designated by the Employer in the Adoption Agreement, the Employer shall cause the Committee to credit to the Deferred
Compensation Account of each Active Participant an Employer Credit as determined in accordance with the Adoption Agreement. A Participant
must make distribution elections with respect to any Employer Credits credited to his Deferred Compensation Account by the deadline
that would apply under Section 4.1 for distribution elections with respect to Participant Deferral Credits credited at the same
time, on a Participation Agreement that is timely executed and delivered to the Committee pursuant to Section 4.1. If no distribution
election is made, vested amounts in the Deferred Compensation Account will be distributed in a lump sum upon the earliest of any
Qualifying Distribution Event limited to Separation from Service, Disability, Death or Change in Control.


4.3       Deferred
Compensation Account. All Participant Deferral Credits and Employer Credits shall be credited to the Deferred Compensation
Account of the Participant as provided in Section 8.


 



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Section 5.       Qualifying Distribution
Events:


5.1       Separation
from Service. If the Participant Separates from Service with the Employer, the vested balance in the Deferred Compensation
Account shall be paid to the Participant by the Employer as provided in Section 7. Notwithstanding the foregoing, no distribution
shall be made earlier than six months after the date of Separation from Service (or, if earlier, the date of death) with respect
to a Participant who as of the date of Separation from Service is a Specified Employee of a corporation the stock in which is traded
on an established securities market or otherwise. Any payments to which such Specified Employee would be entitled during the first
six months following the date of Separation from Service shall be accumulated and paid on the first day of the seventh month following
the date of Separation from Service, and shall be adjusted for deemed investment gain and loss incurred during the six month period.


5.2       Disability.
If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan when a Participant becomes
Disabled, and the Participant becomes Disabled while in Service, the vested balance in the Deferred Compensation Account shall
be paid to the Participant by the Employer as provided in Section 7.


5.3       Death.
If the Participant dies while in Service, the Employer shall pay a benefit to the Participant's Beneficiary in the amount designated
in the Adoption Agreement. Payment of such benefit shall be made by the Employer as provided in Section 7.


5.4       In-Service
or Education Distributions. If the Employer designates in the Adoption Agreement that in-service or education distributions
are permitted under the 



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Plan, a Participant may designate in the Participation Agreement to have a specified amount credited to
the Participant's In-Service or Education Account for in-service or education distributions at the date specified by the Participant.
In no event may an in-service or education distribution of an amount be made before the date that is two years after the first
day of the year in which any deferral election to such In-Service or Education Account became effective. Notwithstanding the foregoing,
if a Participant incurs a Qualifying Distribution Event prior to the date on which the entire balance in the In-Service or Education
Account has been distributed, then the vested balance in the In-Service or Education Account on the date of the Qualifying Distribution
Event shall be paid as provided under Section 7.1 for payments on such Qualifying Distribution Event.


5.5       Change
in Control Event. If the Employer designates in the Adoption


Agreement that distributions are permitted under the Plan upon
the occurrence of a Change in Control Event, the Participant may designate in the Participation Agreement to have the vested balance
in the Deferred Compensation Account paid to the Participant upon a Change in Control Event by the Employer as provided in Section
7.


5.6       Unforeseeable
Emergency. If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan upon the occurrence
of an Unforeseeable Emergency event, a distribution from the Deferred Compensation Account may be made to a Participant in the
event of an Unforeseeable Emergency, subject to the following provisions:


5.6.1       A
Participant may, at any time prior to his Separation from Service for any reason, make application to the Committee to receive
a distribution in a lump sum of all or a portion of the vested balance in the Deferred Compensation Account (determined as of the
date the distribution, if any, is made under this Section 5.6) because of an Unforeseeable Emergency. A distribution because of
an Unforeseeable Emergency shall not exceed the amount required to satisfy the Unforeseeable Emergency plus amounts 



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necessary to pay taxes reasonably anticipated as a result of
such distribution, after taking into account the extent to which the Unforeseeable Emergency may be relieved through reimbursement
or compensation by insurance or otherwise or by liquidation of the Participant's assets (to the extent the liquidation of such
assets would not itself cause severe financial hardship) or by stopping current deferrals under the Plan pursuant to Section 4.1.10.


5.6.2       The
Participant's request for a distribution on account of Unforeseeable Emergency must be made in writing to the Committee. The request
must specify the nature of the financial hardship, the total amount requested to be distributed from the Deferred Compensation
Account, and the total amount of the actual expense incurred or to be incurred on account of the Unforeseeable Emergency.


5.6.3       If
a distribution under this Section 5.6 is approved by the Committee, such distribution will be made as soon as practicable following
the date it is approved. The processing of the request shall be completed as soon as practicable from the date on which the Committee
receives the properly completed written request for a distribution on account of an Unforeseeable Emergency. If a Participant's
Separation from Service occurs after a request is approved in accordance with this Section 5.6.3, but prior to distribution of
the full amount approved, the approval of the request shall be automatically null and void and the benefits which the Participant
is entitled to receive under the Plan shall be distributed in accordance with the applicable distribution provisions of the Plan.


5.6.4 The Committee may from time to time
adopt additional policies or rules consistent with the requirements of Section 409A of the Code to govern the manner in which
such distributions may be made so that the Plan may be conveniently administered.


Section 6.       Vesting:


A Participant shall be fully vested
in the portion of his Deferred Compensation Account attributable to Participant Deferral Credits, and all income, gains and
losses attributable thereto. A Participant shall become fully vested in the portion of his Deferred Compensation Account
attributable to Employer Credits, and income, gains and losses attributable thereto, in accordance with the vesting schedule
and provisions designated by the Employer in the Adoption Agreement. If a Participant's Deferred Compensation Account is not
fully vested upon Separation from Service, the portion of the Deferred Compensation Account that is not fully vested shall
thereupon be forfeited.



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Section 7.       Distribution
Rules:


7.1       Payment
Options. The Employer shall designate in the Adoption Agreement the payment options which may be elected by the
Participant (lump sum, annual installments, or a combination of both). Different payment options may be made available for
each Qualifying Distribution Event, and different payment options may be available for different types of Separations from
Service, all as designated in the Adoption Agreement. The Participant shall elect in the Participation Agreement the method
under which the vested balance in the Deferred Compensation Account will be distributed from among the designated payment
options. The Participant may at such time elect a different method of payment for each Qualifying Distribution Event as
specified in the Adoption Agreement. If the Participant is permitted by the Employer in the Adoption Agreement to elect
different payment options and does not make a valid election, the vested balance in the Deferred Compensation Account will be
distributed as a lump sum upon the Qualifying Distribution Event.


Notwithstanding the foregoing, if certain
Qualifying Distribution Events occur prior to the date on which the vested balance of a Participant's Deferred Compensation Account
is completely paid pursuant to this Section 7.1 following the occurrence of certain Qualifying Distribution Events, the following
rules apply:


7.1.1       If
the currently effective Qualifying Distribution Event is a Separation from Service or Disability, and the Participant subsequently
dies, the remaining unpaid vested balance of a Participant's Deferred Compensation Account shall be paid as a lump sum.


7.1.2       If
the currently effective Qualifying Distribution Event is a Change in Control Event, and any subsequent Qualifying Distribution
Event occurs (except an In-Service or Education Distribution described in Section 2.29(iv)), the remaining unpaid vested balance
of a Participant's Deferred Compensation Account shall be paid as



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provided under Section 7.1 for payments on such subsequent
Qualifying Distribution Event.


7.2       Timing
of Payments. Payment shall be made in the manner elected by the Participant and shall commence as soon as practicable after
(but no later than 60 days after) the distribution date specified for the Qualifying Distribution Event. For each payment, the
Committee must specify a date for the Deferred Compensation Account(s) to be valued. In the event the Participant fails to make
a valid election of the payment method, the distribution will be made in a single lump sum payment as soon as practicable after
(but no later than 60 days after) the Qualifying Distribution Event. A payment may be further delayed to the extent permitted in
accordance with regulations and guidance under Section 409A of the Code.


7.3       Installment
Payments. If the Participant elects to receive installment payments upon a Qualifying Distribution Event, the payment of each
installment shall be made on the anniversary of the date of the first installment payment, and the amount of the installment shall
be adjusted on such anniversary for credits or debits to the Participant's account pursuant to Section 8 of the Plan. Such adjustment
shall be made by dividing the balance in the Deferred Compensation Account on such date by the number of installments remaining
to be paid hereunder; provided that the last installment due under the Plan shall be the entire amount credited to the Participant's
account on the date of payment.


7.4       De
Minimis Amounts. Notwithstanding any payment election made by the Participant, if the Employer designates a pre-determined
de minimis amount in the Adoption Agreement, the vested balance in all Deferred Compensation Accounts of the Participant will be
distributed in a single lump sum payment if at the time of a permitted 



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Qualifying Distribution Event the vested balance does not
exceed such pre-determined de minimis amount; provided, however, that such distribution will be made only where the Qualifying
Distribution Event is a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable).
Such payment shall be made on or before the later of (i) December 31 of the calendar year in which the Qualifying Distribution
Event occurs, or (ii) the date that is 2-1/2 months after the Qualifying Distribution Event occurs. In addition, the Employer may
distribute a Participant's vested balance in all of the Participant’s Deferred Compensation Accounts at any time if the balance
does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant's entire interest
in the Plan as provided under Section 409A of the Code.


7.5       Subsequent
Elections. With the consent of the Committee, a Participant may delay or change the method of payment of the Deferred Compensation
Account subject to the following requirements:


7.5.1       The
new election may not take effect until at least 12 months after the date on which the new election is made.


7.5.2       If
the new election relates to a payment for a Qualifying Distribution Event other than the death of the Participant, the Participant
becoming Disabled, or an Unforeseeable Emergency, the new election must provide for the deferral of the payment for a period of
at least five years from the date such payment would otherwise have been made.


7.5.3       If
the new election relates to a payment from the In-Service or Education Account, the new election must be made at least 12 months
prior to the date of the first scheduled payment from such account.


For purposes of this Section 7.5 and Section 7.6, a payment
is each separately identified amount to which the Participant is entitled under the Plan; provided, that entitlement to a series
of installment payments is treated as the entitlement to a single payment.



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7.6       Acceleration
Prohibited. The acceleration of the time or schedule of any payment due under the Plan is prohibited except as expressly provided
in regulations and administrative guidance promulgated under Section 409A of the Code (such as accelerations for domestic relations
orders and employment taxes). It is not an acceleration of the time or schedule of payment if the Employer waives or accelerates
the vesting requirements applicable to a benefit under the Plan.


7.7       Residual
Distributions. If calculation of the amount of any credit to a Participant’s Deferred Compensation Account is not administratively
practicable due to events beyond the control of the Employer, payments may be made to the Participant for residual amounts contributed
to or remaining in a Deferred Compensation Account after payments under the provisions of this Section 7 have commenced or been
completed. The residual amount shall be credited to the Deferred Compensation Account when the calculation of the amount becomes
administratively practicable. Examples of residual amounts include, but are not limited to, additional investment returns credited
after payment (due to dividends or pricing changes) or additional contributions made after payment (such as an annual bonus deferral
or an Employer Credit). Payments that would have been made had the residual amount been calculable at the benefit commencement
date shall be made up as soon as practicable after crediting to the Deferred Compensation Account, in no case later than the end
of the year in which calculation of the amount becomes administratively practicable.


7.8        Ineffective
Deferrals. If a Participant deferral election under Section 4 to contribute to an In-Service or Education Account carries over
to a subsequent year (an evergreen election) and the deferral election is ineffective (i.e., the distribution election 



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would cause
payment in the current or prior years), the amount deferred will be credited to a Deferred Compensation Account that is not an
In-Service or Education Account. If the Participant only has one account of this type, the amount deferred will be credited to
that account. If the Participant has multiple accounts of this type, and one of the accounts has a lump sum at Separation from
Service distribution election, the amount deferred will be credited to that account. If the Participant has multiple accounts of
this type and does not have an account with a lump sum at Separation from Service distribution election, one will be established
with a lump sum at Separation from Service distribution election and the amount deferred will be credited to this account.


Section 8.       Accounts; Deemed
Investment; Adjustments to Account:


8.1       Accounts.
The Committee shall establish a book reserve account, entitled the "Deferred Compensation Account," on behalf of
each Participant. The Committee shall also establish an In-Service or Education Account as a part of the Deferred Compensation
Account of each Participant, if applicable. The amount credited to the Deferred Compensation Account shall be adjusted pursuant
to the provisions of Section 8.3.


8.2       Deemed
Investments. The Deferred Compensation Account of a


Participant shall be credited with an investment return determined
as if the account were invested in one or more investment funds made available by the Committee. The Participant shall elect the
investment funds in which his Deferred Compensation Account shall be deemed to be invested. Such election shall be made in the
manner prescribed by the Committee and shall take effect upon the entry of the Participant into the Plan. The investment election
of the Participant shall remain in effect until a new election is made 



    19 


     

    

by the Participant. In the event the Participant fails for
any reason to make an effective election of the investment return to be credited to his account, the investment return shall be
determined by the Committee.


8.3       Adjustments
to Deferred Compensation Account. With respect to each


Participant who has a Deferred Compensation Account under the
Plan, the amount credited to such account shall be adjusted by the following debits and credits, at the times and in the order
stated:


8.3.1       The
Deferred Compensation Account shall be debited each business day with the total amount of any payments made from such account
since the last preceding business day to him or for his benefit. Unless otherwise specified by the Employer, each deemed investment
fund will be debited pro-rata based on the value of the investment funds as of the end of the preceding business day.


8.3.2 The Deferred Compensation Account
shall be credited on each Crediting Date with the total amount of any Participant Deferral Credits and Employer Credits to such
account since the last preceding Crediting Date.


8.3.3 The Deferred Compensation Account
shall be credited or debited on each day securities are traded on a national stock exchange with the amount of deemed investment
gain or loss resulting from the performance of the deemed investment funds elected by the Participant in accordance with Section
8.2. The amount of such deemed investment gain or loss shall be determined by the Committee and such determination shall be final
and conclusive upon all concerned.


Section 9.       Administration
by Committee:


9.1       Membership
of Committee. If the Committee consists of individuals appointed by the Board, they will serve at the pleasure of the Board.
Any member of the Committee may resign, and his successor, if any, shall be appointed by the Board.


9.2       General
Administration. The Committee shall be responsible for the operation and administration of the Plan and for carrying out its
provisions. The Committee shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules
and regulations for the administration of this Plan and decide 



    20 


     

    

or resolve any and all questions, including interpretations of this
Plan, as may arise in connection with this Plan. Any such action taken by the Committee shall be final and conclusive on any party.
To the extent the Committee has been granted discretionary authority under the Plan, the Committee’s prior exercise of such
authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee shall be entitled to rely
conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller,
counsel or other person employed or engaged by the Employer with respect to the Plan. The Committee may, from time to time, employ
agents and delegate to such agents, including Employees of the Employer, such administrative or other duties as it sees fit.


9.3       Indemnification.
To the extent not covered by insurance, the Employer shall indemnify the Committee, each Employee, officer, director, and agent
of the Employer, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all
legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan,
provided however that the Employer shall not indemnify any person for liabilities or expenses due to that person’s own gross
negligence or willful misconduct.


Section 10.       Contractual
Liability, Trust:


10.1       Contractual
Liability. Unless otherwise elected in the Adoption Agreement, the Company shall be obligated to make all payments hereunder.
This obligation shall constitute a contractual liability of the Company to the Participants, and such payments shall be made from
the general funds of the Company. The Company shall not be required to establish or maintain any special or separate fund, or otherwise
to 



    21 


     

    

segregate assets to assure that such payments shall be made, and the Participants shall not have any interest in any particular
assets of the Company by reason of its obligations hereunder. To the extent that any person acquires a right to receive payment
from the Company under the Plan, such right shall be no greater than the right of an unsecured creditor of the Company.


10.2       Trust.
The Employer may establish a trust to assist it in meeting its obligations under the Plan. Any such trust shall conform to
the requirements of a grantor trust under Revenue Procedures 92-64 and 92-65 and at all times during the continuance of the trust
the principal and income of the trust shall be subject to claims of general creditors of the Employer under federal and state law.
The establishment of such a trust would not be intended to cause Participants to realize current income on amounts contributed
thereto, and the trust would be so interpreted and administered.


Section 11.       Allocation of
Responsibilities:


The persons responsible for the Plan and
the duties and responsibilities allocated to each are as follows


		11.1	Board.



		(i)	To amend the Plan;



		(ii)	To appoint and remove members of the Committee; and



		(iii)	To terminate the Plan as permitted in Section 14.



		11.2	Committee.



		(i)	To designate Participants;



		(ii)	To interpret the provisions of the Plan and to determine the rights of the Participants under the Plan, except to the extent
otherwise provided in Section 16 relating to claims procedure;



 


		(iii)	To administer the Plan in accordance with its terms, except to the extent powers to administer the Plan are specifically delegated
to another person or persons as provided in the Plan;



 



    22 


     

    




		(iv)	To account for the amount credited to the Deferred Compensation Account of a Participant;



 


		(v)	To direct the Employer in the payment of benefits;



 


		(vi)	To file such reports as may be required with the United States Department of Labor, the Internal Revenue Service and any other
government agency to which reports may be required to be submitted from time to time; and



 


		(vii)	To administer the claims procedure to the extent provided in Section 16.








Section 12.       Benefits Not
Assignable; Facility of Payments:


12.1       Benefits
Not Assignable. No portion of any benefit credited or paid under the Plan with respect to any Participant shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void, nor shall any portion of such benefit be in
any manner payable to any assignee, receiver or any one trustee, or be liable for his debts, contracts, liabilities, engagements
or torts.


12.2       Plan-Approved
Domestic Relations Orders. The Committee shall establish procedures for determining whether an order directed to the Plan is
a Plan-Approved Domestic Relations Order. If the Committee determines that an order is a Plan-Approved Domestic Relations Order,
the Committee shall cause the payment of amounts pursuant to or segregate a separate account as provided by (and to prevent any
payment or act which might be inconsistent with) the Plan-Approved Domestic Relations Order notwithstanding Section 12.1.


12.3       Payments
to Minors and Others. If any individual entitled to receive a payment under the Plan shall be physically, mentally or legally
incapable of receiving or 



    23 


     

    

acknowledging receipt of such payment, the Committee, upon the receipt of satisfactory evidence of his
incapacity and satisfactory evidence that another person or institution is maintaining him and that no guardian or committee has
been appointed for him, may cause any payment otherwise payable to him to be made to such person or institution so maintaining
him. Payment to such person or institution shall be in full satisfaction of all claims by or through the Participant to the extent
of the amount thereof.


Section 13.       Beneficiary:


The Participant's Beneficiary shall be the
person, persons, entity or entities designated by the Participant on the Beneficiary designation form provided by and filed with
the Committee or its designee. If the Participant does not designate a Beneficiary, the Beneficiary shall be his Surviving Spouse.
If the Participant does not designate a Beneficiary and has no Surviving Spouse, the Beneficiary shall be the Participant's estate.
The designation of a Beneficiary may be changed or revoked only by filing a new Beneficiary designation form with the Committee
or its designee. If a Beneficiary (the "primary Beneficiary") is receiving or is entitled to receive payments under the
Plan and dies before receiving all of the payments due him, the balance to which he is entitled shall be paid to the contingent
Beneficiary, if any, named in the Participant's current Beneficiary designation form. If there is no contingent Beneficiary, the
balance shall be paid to the estate of the primary Beneficiary. Any Beneficiary may disclaim all or any part of any benefit to
which such Beneficiary shall be entitled hereunder by filing a written disclaimer with the Committee before payment of such benefit
is to be made. Such a disclaimer shall be made in a form satisfactory to the Committee and shall be irrevocable when filed. Any
benefit disclaimed shall be payable from the Plan in the 



    24 


     

    

same manner as if the Beneficiary who filed the disclaimer had predeceased
the Participant.


Section 14.       Amendment and
Termination of Plan:


The Company may amend any provision of the
Plan or terminate the Plan at any time; provided, that in no event shall such amendment or termination reduce the balance in any
Participant's Deferred Compensation Account as of the date of such amendment or termination, nor shall any such amendment materially
adversely affect the Participant relating to the payment of such Deferred Compensation Account. Notwithstanding the foregoing,
the following special provisions shall apply:


14.1       Termination
in the Discretion of the Employer. Except as otherwise provided in Sections 14.2, the Company in its discretion may terminate
the Plan and distribute benefits to Participants subject to the following requirements and any others specified under Section 409A
of the Code:


14.1.1       All
arrangements sponsored by the Employer that would be aggregated with the Plan under Section 1.409A-l(c) of the Treasury Regulations
are terminated.


14.1.2       No
payments other than payments that would be payable under the terms of the Plan if the termination had not occurred are made within
12 months of the termination date.


14.1.3 All benefits under the Plan are
paid within 24 months of the termination date.


14.1.4 The Employer does not adopt a new
arrangement that would be aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations providing for the deferral
of compensation at any time within 3 years following the date of termination of the Plan.


14.1.5 The termination does not occur proximate
to a downturn in the financial health of the Employer.



    25 


     

    




14.2       Termination
Upon Change in Control Event. If the Company terminates the Plan within thirty days preceding or twelve months following a
Change in Control Event, the Deferred Compensation Account of each Participant shall become payable to the Participant in a lump
sum within twelve months following the date of termination, subject to the requirements of Section 409A of the Code.


Section 15.       Communication
to Participants:


The Employer shall make a copy of the Plan
available for inspection by Participants and their beneficiaries during reasonable hours at the principal office of the Employer.


Section 16.       Claims Procedure:


The following claims procedure shall apply
with respect to the Plan:


16.1       Filing
of a Claim for Benefits. If a Participant or Beneficiary (the "claimant") believes that he is entitled to benefits
under the Plan which are not being paid to him or which are not being accrued for his benefit, he shall file a written claim therefore
with the Committee.


16.2       Notification
to Claimant of Decision. Within 90 days after receipt of a claim by the Committee (or within 180 days if special circumstances
require an extension of time), the Committee shall notify the claimant of the decision with regard to the claim. In the event of
such special circumstances requiring an extension of time, there shall be furnished to the claimant prior to expiration of the
initial 90-day period written notice of the extension, which notice shall set forth the special circumstances and the date by which
the decision shall be furnished. If such claim shall be wholly or partially denied, notice thereof shall be in writing and worded
in a manner calculated to be understood by 



    26 


     

    

the claimant, and shall set forth: (i) the specific reason or reasons for the denial;
(ii) specific reference to pertinent provisions of the Plan on which the denial is 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; and (iv) an explanation of the procedure for review of the denial and the time limits applicable to such procedures,
including a statement of the claimant's right to bring a civil action under ERISA following an adverse benefit determination on
review.


16.3       Procedure
for Review. Within 60 days following receipt by the claimant of notice denying his claim, in whole or in part, or, if such
notice shall not be given, within 60 days following the latest date on which such notice could have been timely given, the claimant
may appeal denial of the claim by filing a written application for review with the Committee. Following such request for review,
the Committee shall fully and fairly review the decision denying the claim. Prior to the decision of the Committee, the claimant
shall be given an opportunity to review pertinent documents and to submit issues and comments in writing.


16.4       Decision
on Review. The decision on review of a claim denied in whole or in part by the Committee shall be made in the following manner:


16.4.1       Within
60 days following receipt by the Committee of the request for review (or within 120 days if special circumstances require an extension
of time), the Committee shall notify the claimant in writing of its decision with regard to the claim. In the event of such special
circumstances requiring an extension of time, written notice of the extension shall be furnished to the claimant prior to the
commencement of the extension.


16.4.2       With
respect to a claim that is denied in whole or in part, the decision on review shall set forth specific reasons for the decision,
shall be written in a manner calculated to be understood by the claimant, and shall set forth:


		(i)	the specific reason or reasons for the adverse determination;




    27 


     

    
		(ii)	specific reference to pertinent Plan provisions on which the adverse determination is based;



		(iii)	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 to the claimant’s claim for benefits; and



		(iv)	a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information
about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).



16.4.3 The decision of the Committee shall be
final and conclusive.


 


16.5       Action
by Authorized Representative of Claimant. All actions set forth in this Section 16 to be taken by the claimant may likewise
be taken by a representative of the claimant duly authorized by him to act in his behalf on such matters. The Committee may require
such evidence of the authority to act of any such representative as it may reasonably deem necessary or advisable.


16.6        Disability
Claims


Notwithstanding any provision of the Plan
to the contrary, if a claim for benefits is based on Disability, the following claims procedures shall apply: The Committee shall
maintain a procedure under which any Participant or Beneficiary can file a claim for benefits under this Plan based on Disability.


16.6.1 After receiving a claim for benefits,
the Committee will notify the Participant or Beneficiary of its claim determination within 45 days of the receipt of the claim.
This period may be extended by 30 days if an extension is necessary to process the claim due to matters beyond the control of the
Committee. A written notice of the extension, the reason for the extension and when the Committee expects to decide the claim,
will be furnished to the Participant or Beneficiary within the initial 45-day period. This period may be extended for an additional
30 days beyond the original extension. A written notice of the additional extension, the reason for the additional extension and
when the Committee expects to decide the claim, will be furnished to the Participant or Beneficiary within the first 30-day extension
period if an additional extension of time is needed. However, if a period of time is extended due to a Participant or Beneficiary’s




    28 


     

    

failure to submit information necessary to decide a claim, the period for making the benefit determination by the Committee will
be tolled from the date on which the notification of the extension is sent to the Participant or Beneficiary until the date on
which the Participant or Beneficiary responds to the request for additional information.


 


16.6.2 If a claim for benefits is denied, in
whole or in part, a Participant or Beneficiary or his or her authorized representative, will receive a written notice of the denial.
The notice will follow the rules of 29 C.F.R. § 2560.503-1(o) for culturally and linguistically appropriate notices and will
be written in a manner calculated to be understood by the Participant or Beneficiary. The notice will include:


 


		1.	the specific reason(s) for the denial,



		2.	references to the specific Plan provisions on which the benefit determination was based,



		3.	a description of any additional material or information necessary to perfect a claim and an explanation of why such information
is necessary,



		4.	a description of the Committee’s appeals procedures and applicable time limits, including, to the extent applicable,
a statement of the right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review,



		5.	a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (i) the views presented
by the claimant to the Committee of health care professionals treating the claimant and vocational professionals who evaluated
the claimant; (ii) the views of medical or vocational experts whose advice was obtained on behalf of the Committee in connection
with a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit
determination; and (iii) a disability determination regarding the claimant presented by the claimant to the Committee made by the
Social Security Administration,



		6.	if the determination is based on medical necessity or experimental treatment or similar exclusion or limit, either an explanation
of the scientific or clinical judgment for the determination, applying the terms of the Plan to the relevant medical circumstances,
or a statement that such explanation will be provided free of charge upon request,



		7.	either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making
the adverse benefit determination, or a statement that such rules, guidelines, protocols, standards, or other similar criteria
of the Plan do not exist, and



		8.	a statement that the Participant or Beneficiary is entitled to receive, upon request and free of charge, reasonable access
to, and copies of, all documents, records, and other information relevant to his or her claim for benefits.



 


16.6.3 If a claim for benefits is denied, a Participant
or Beneficiary, or his or her representative, may appeal the denied claim in writing within 180 days of receipt of the written
notice of denial. The Participant or Beneficiary may submit any written comments, documents, records and any other information
relating to the claim. Upon



    29 


     

    

request, the Participant or Beneficiary will also have access
to, and the right to obtain copies of, all documents, records and information relevant to his or her claim free of charge.


16.6.4 A full review of the information
in the claim file and any new information submitted to support the appeal will be conducted. The claim decision will be made by
a first review appeals committee appointed by the Employer. This committee will consist of individuals who were not involved in
the initial benefit determination, nor will such individuals be subordinate to any person involved in the initial benefit determination.
This review will not afford any deference to the initial benefit determination.


16.6.5 If the initial adverse decision
was based in whole or in part on a medical judgment, the first review appeals committee will consult with a healthcare professional
who has appropriate training and experience in the field of medicine involved in the medical judgment, was not consulted in the
initial adverse benefit determination and is not a subordinate of the healthcare professional who was consulted in the initial
adverse benefit determination.


16.6.6 Before an adverse benefit determination
on review is issued, the first review appeals committee will provide the Participant or Beneficiary, free of charge, with any
new or additional evidence considered, relied upon, or generated by the committee or other person making the benefit determination
(or at the direction of the committee or such other person) in connection with the claim. Such evidence will be provided as soon
as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required
to be provided to give the Participant or Beneficiary a reasonable opportunity to respond prior to that date.


16.6.7 Before the first review appeals
committee issues an adverse benefit determination on review based on a new or additional rationale, the committee will provide
the Participant or Beneficiary, free of charge, with the rationale. The rationale will be provided as soon as possible and sufficiently
in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the Participant
or Beneficiary a reasonable opportunity to respond prior to that date.


16.6.8 The first review appeals committee
will make a determination on an appealed claim within 45 days of the receipt of an appeal request. This period may be extended
for an additional 45 days if the committee determines that special circumstances require an extension of time. A written notice
of the extension, the reason for the extension and the date that the committee expects to render a decision will be furnished to
the Participant or Beneficiary within the initial 45-day period. However, if the period of time is extended due to a Participant’s
or Beneficiary’s failure to submit information necessary to decide the appeal, the period for making the benefit determination
will be tolled from the date on which the notification of the extension is sent until the date on which the Participant or Beneficiary
responds to the request for additional information.


16.6.9 If the claim on appeal is denied in whole
or in part, a Participant or Beneficiary will receive a written notification of the denial. The notice will follow the 



    30 


     

    

rules of
29 C.F.R. § 2560.503-1(o) for culturally and linguistically appropriate notices and will be written in a manner calculated
to be understood by the claimant. The notice will include:


 


		1.	the specific reason(s) for the adverse determination,



		2.	references to the specific Plan provisions on which the determination was based,



		3.	a statement regarding the right to receive upon request and free of charge reasonable access to, and copies of, all records,
documents and other information relevant to the benefit claim,



		4.	a description of the first review appeals committee’s review procedures and applicable time limits, including a statement
of the right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review,



		5.	a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (i) the views presented
by the claimant to the committee of health care professionals treating the claimant and vocational professionals who evaluated
the claimant; (ii) the views of medical or vocational experts whose advice was obtained by or on behalf of the committee in connection
with a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit
determination; and (iii) a disability determination regarding the claimant presented by the claimant to the committee made by the
Social Security Administration,



		6.	if the determination is based on medical necessity or experimental treatment or similar exclusion or limit, either an explanation
of the scientific or clinical judgment for the determination, applying the terms of the Plan to the relevant medical circumstances,
or a statement that such explanation will be provided free of charge upon request, and



		7.	either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making
the adverse benefit determination, or a statement that such rules, guidelines, protocols, standards, or other similar criteria
of the Plan do not exist.



 


16.6.10 If the appeal of the
benefit claim denial is denied, a Participant or Beneficiary, or his or her representative, may make a second appeal of the denial
in writing to the Committee within 180 days of the receipt of the written notice of denial. The Participant or Beneficiary may
submit with the second appeal any written comments, documents, records and any other information relating to the claim. Upon request,
the Participant or Beneficiary will also have access to, and the right to obtain copies of, all documents, records and information
relevant to the claim free of charge.


 


16.6.11 Upon receipt of the second appeal, a
full review of the information in the claim file and any new information submitted to support the appeal will be conducted. The
claim decision will be made by a second review appeals committee appointed by the Employer. This committee will consist of individuals
who were not involved in the 



    31 


     

    

initial benefit determination or the first review appeals committee,
nor will such individuals be subordinate to any person involved in the initial benefit or first appeal determination.


16.6.12 If the first appeal was based in
whole or in part on a medical judgment, the second appeals review committee will consult with a healthcare professional who has
appropriate training and experience in the field of medicine involved in the medical judgment, was not consulted in the initial
adverse benefit determination nor in the first appeal and is not a subordinate of the healthcare professional(s) consulted in
the initial adverse benefit determination and first appeal.


16.6.13 Before the second appeals review
committee issues a denial of the second claim appeal, the committee will provide the Participant or Beneficiary, free of charge,
with any new or additional evidence considered, relied upon, or generated by the committee or other person making the benefit
determination (or at the direction of the committee or such other person) in connection with the claim. Such evidence will be
provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review
is required to be provided to give the Participant or Beneficiary a reasonable opportunity to respond prior to that date.


16.6.14 Before the second review appeals
committee issues a denial of the second claim appeal based on a new or additional rationale, the committee will provide the Participant
or Beneficiary, free of charge, with the rationale. The rationale will be provided as soon as possible and sufficiently in advance
of the date on which the notice of adverse benefit determination on review is required to be provided to give the Participant
or Beneficiary a reasonable opportunity to respond prior to that date.


16.6.15 The second appeals review committee
will make a determination on the second claim appeal within 45 days of the receipt of the appeal request. This period may be extended
for an additional 45 days if the committee determines that special circumstances require an extension of time. A written notice
of the extension, the reason for the extension and the date that the committee expects to render a decision will be furnished
to the Participant or Beneficiary within the initial 45-day period. However, if the period of time is extended due to the Participant’s
or Beneficiary’s failure to submit information necessary to decide the appeal, the period for making the benefit determination
will be tolled from the date on which the notification of the extension is sent until the date on which the Participant or Beneficiary
responds to the request for additional information.


16.6.16 If the claim on appeal is denied
in whole or in part for a second time, the Participant or Beneficiary will receive a written notification of the denial. The notice
will follow the rules of 29 C.F.R. § 2560.503-1(o) for culturally and linguistically appropriate notices and will be written
in a manner calculated to be understood by the applicant. The notice will include the same information that was included in the
first adverse determination letter and will identify the contractual limitations period that applies to the Participant’s
or Beneficiary’s right to bring an action under section 502(a) of ERISA 



    32 


     

    

including the calendar date on which the contractual
limitations period expires for the claim.


16.6.17 A claimant may not commence a judicial
proceeding against any person, including the Committee, the Employer, the Board, the first or second appeals review committee(s),
or any other person or committee, with respect to a claim for benefits without first exhausting the claims procedures set forth
in the preceding paragraphs. No suit or legal action contesting in whole or in part any denial of benefits under the Plan shall
be commenced later than the earlier of (i) the first anniversary of (A) the date of the notice of the Committee’s final
decision on appeal, or (B) if the claimant fails to request any level of administrative review within the timeframe permitted
under this Section 16.6, the deadline for requesting the next level of administrative review, and (ii) the last date on which
such legal action could be commenced under the applicable statute of limitations under ERISA (including, for this purpose, any
applicable state statute of limitations that applies under ERISA to such legal action).


16.6.18 A claimant has the right to request
a written explanation of any violation of these claims procedures. The Committee will provide an explanation within 10 days of
the request.


Section 17.       Miscellaneous
Provisions:


17.1       Set
off. The Employer may at any time offset a Participant's Deferred Compensation Account by an amount up to $5,000 to collect
the amount of any loan, cash advance, extension of other credit or other obligation of the Participant to the Employer that is
then due and payable in accordance with the requirements of Section 409A of the Code.


17.2       Notices.
Each Participant who is not in Service and each Beneficiary shall be responsible for furnishing the Committee or its designee
with his current address for the mailing of notices and benefit payments. Any notice required or permitted to be given to such
Participant or Beneficiary shall be deemed given if directed to such address and mailed by regular United States mail, first class,
postage prepaid. If any check mailed to such address is returned as undeliverable to the addressee, mailing of checks will be suspended
until the Participant or Beneficiary furnishes the proper address. This 



    33 


     

    

provision shall not be construed as requiring the mailing
of any notice or notification otherwise permitted to be given by posting or by other publication.


17.3       Lost
Distributees. A benefit shall be deemed forfeited if the Committee is unable to locate the Participant or Beneficiary to whom
payment is due by the fifth anniversary of the date payment is to be made or commence; provided, that the deemed investment rate
of return pursuant to Section 8.2 shall cease to be applied to the Participant's account following the first anniversary of such
date; provided further, however, that such benefit shall be reinstated if a valid claim is made by or on behalf of the Participant
or Beneficiary for all or part of the forfeited benefit.


17.4       Reliance
on Data. The Employer and the Committee shall have the right to rely on any data provided by the Participant or by any Beneficiary.
Representations of such data shall be binding upon any party seeking to claim a benefit through a Participant, and the Employer
and the Committee shall have no obligation to inquire into the accuracy of any representation made at any time by a Participant
or Beneficiary.


17.5       Headings.
The headings and subheadings of the Plan have been inserted for convenience of reference and are to be ignored in any construction
of the provisions hereof.


17.6       Continuation
of Employment. The establishment of the Plan shall not be construed as conferring any legal or other rights upon any Employee
or any persons for continuation of employment, nor shall it interfere with the right of the Employer to discharge any Employee
or to deal with him without regard to the effect thereof under the Plan.



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17.7       Merger
or Consolidation; Assumption of Plan. No Employer shall consolidate or merge into or with another corporation or entity, or
transfer all or substantially all of its assets to another corporation, partnership, trust or other entity (a "Successor Entity")
unless such Successor Entity shall assume the rights, obligations and liabilities of the Employer under the Plan and upon such
assumption, the Successor Entity shall become obligated to perform the terms and conditions of the Plan. Nothing herein shall prohibit
the assumption of the obligations and liabilities of the Employer under the Plan by any Successor Entity.


17.8       Construction.
The Employer shall designate in the Adoption Agreement the state according to whose laws the provisions of the Plan shall be
construed and enforced, except to the extent that such laws are superseded by ERISA and the applicable requirements of the Code.


17.9       Taxes.
The Employer or other payor may withhold a benefit payment under the Plan or a Participant's wages, or the Employer may reduce
a Participant's Deferred Compensation Account balance, in order to meet any federal, state, or local or employment tax withholding
obligations with respect to Plan benefits, as permitted under Section 409A of the Code. The Employer or other payor shall report
Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.








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