exv10w14









    Exhibit
    10.14



 


 




    PENTAIR,
    INC.

    COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

    As Amended and Restated

    Through December 16, 2009



 













 








    SECTION 1

    



 




    BACKGROUND
    AND PURPOSE
    



 



    1.1  Background.  Effective as
    of January 17, 1986, Pentair, Inc. adopted a Compensation
    Plan for Non-Employee Directors. The Plan has been amended and
    restated several times since its adoption, with the last such
    restatement made effective January 1, 2008.



 



    Pentair is again amending the Plan, by way of restatement, to
    permit Non-Employee Directors to defer grants of equity awards
    in addition to cash fees.



 



    1.2  Purpose.  Pentair has
    created this Plan to permit its non-employee directors to defer
    all or a portion of their retainer and meeting fees, whether to
    be paid in the form of cash or Equity Awards, for future payment
    in shares of Pentair common stock, together with earnings on
    such deferred compensation as measured by changes in the value
    of said stock.



 




    SECTION 2

    



 




    DEFINITIONS
    



 



    Unless the context clearly requires otherwise, when capitalized
    the terms listed below shall have the following meanings when
    used in this Section or other parts of the Plan:



 



    (a) “Account” is an account maintained
    under the Plan by the Plan Agent to record a Director’s
    Share Units.



 



    (b) “Administrator” is Pentair.



 



    (c) “Board” is the Board of Directors of
    Pentair, as elected from time to time.



 



    (d) “Change in Control” is any one of the
    following:



 



    (i) When a Person, or more than one Person acting as a
    group, acquires more than fifty percent (50%) of the total fair
    market value or total voting power of Pentair’s stock;



 



    (ii) When a Person, or more than one Person acting as a
    group, acquires within a twelve (12) month consecutive
    period, ending with the date of the most recent stock
    acquisition, stock of Pentair possessing at least thirty percent
    (30%) of the total voting power of Pentair’s stock;



 



    (iii) When a majority of the members of Pentair’s
    Board is replaced within a twelve (12) month period by
    directors whose appointment or election is not endorsed by a
    majority of the members of such Board as constituted before such
    appointment or election; or



 



    (iv) When a Person, or more than one Person acting as a
    group, acquires within a twelve (12) month consecutive
    period assets from Pentair or an entity controlled by Pentair
    that have a total gross fair market value equal to seventy-five
    percent (75%) of the total fair market value of the assets of
    Pentair and all such entities.



 



    Once a Person or group acquires stock meeting the thresholds set
    forth in paragraphs (i) and (ii) immediately
    preceding, additional acquisitions of such stock by that Person
    or group shall be ignored in determining whether another Change
    in Control has occurred. Asset transfers between or among
    controlled entities as determined before such transfers shall
    not be considered in applying paragraph (iv) immediately
    preceding.



 



    (e) “Code” is the Internal Revenue Code of
    1986, as amended.



 



    (f) “Deferred Compensation” is an amount
    of Fees, meeting attendance fees and Equity Awards, the payment
    of which a Director has elected to receive at some future time
    pursuant to the terms of the Plan, together with any matching
    contributions made by Pentair with respect to Fees deferred.














 







    (g) “Director” is a member of the Board
    who is neither simultaneously also an employee of Pentair or a
    related company, nor an individual rendering other services to
    Pentair or a related company as an independent contractor.



 



    (i) “Equity Awards” are awards granted to
    a Director under the Omnibus Incentive Plan that are designated
    as eligible to be deferred under this Plan in the award letter
    or other document evidencing such award.



 



    (ii) “Fair Market Value” has the meaning
    ascribed in the Omnibus Incentive Plan.



 



    (h) “Fees” are a Director’s annual
    Board and committee retainer and committee chair and lead
    director fees and other similar amounts, excluding meeting
    attendance fees, paid in cash periodically by Pentair.



 



    (i) “Omnibus Incentive Plan” is the
    Pentair, Inc. 2008 Omnibus Stock Incentive Plan, or any
    successor thereto, as it may be amended from time to time.



 



    (i) “Pentair” is Pentair, Inc., a
    Minnesota corporation.



 



    (j) “Person” is any individual, firm,
    partnership, corporation or other entity, including any
    successor (by merger or otherwise) of such entity, or a group of
    any of the foregoing acting in concert.



 



    (k) “Plan” is the Pentair, Inc.
    Compensation Plan for Non-Employee Directors as described in
    this plan document effective December 16, 2009, and as it
    may be amended from time to time thereafter.



 



    (l) “Plan Agent” is the entity duly
    appointed by Pentair to (i) receive funds resulting from a
    Director’s deferral of Fees, meeting attendance fees and
    cash-based Equity Awards, from Pentair matching contributions
    and from dividends declared on Stock; (ii) purchase shares
    of Stock with such funds; and (iii) maintain Plan Accounts.



 



    (m) “Share Unit” is a unit equal in value
    to one share of Stock.



 



    (n) “Stock” is Pentair common stock, par
    value $0.162/3 per share.



 



    (o) “Year” is the twelve
    (12) consecutive month period beginning January 1 and
    ending December 31.



 




    SECTION 3

    



 




    DEFERRAL OF
    FEES AND EQUITY AWARDS
    



 



    3.1  Eligibility.  Upon
    becoming a member of the Board, a Director may elect to defer
    receipt of payment of some or all of the Fees paid, or Equity
    Awards granted, on account of service as a Director until such
    future time as the Director shall designate. A Director may also
    make a deferral election with respect to meeting attendance
    fees. If a Director does not make a timely deferral election
    with respect to the Fees or meeting attendance fees payable for
    a Year, then all such amounts shall be paid in cash to the
    Director. If a Director does not make a timely deferral election
    with respect to an Equity Award, then all such amounts shall be
    paid in the time and manner provided by such Equity Award.



 



    3.2  Deferral Election.
    (a) General Rule. Each Year a Director may
    elect to defer receipt of (i) a designated dollar amount or
    percentage of Fees and meeting attendance fees, with any
    percentage designation being made in ten percent (10%)
    increments up to one hundred percent (100%) of such amounts, and
    (ii) a percentage of Equity Awards, with any such
    percentage designation being made in ten percent (10%)
    increments up to one hundred percent (100%), and to receive such
    amount or percentage as Deferred Compensation. No election to
    receive Deferred Compensation shall be valid unless entered into
    by the date prescribed by the Administrator. Generally, a
    deferral election must be made prior to the first day of the
    Year in which the amounts to be deferred are earned or the
    Equity Award is to be granted; but for individuals who first
    become Directors during a Year, the deferral election for such
    first Year may be made no later than thirty (30) days
    following the date such individual’s Board service begins
    and shall apply to Fees, meeting attendance fees and Equity






    

    2








 







    Awards earned or granted after the date of such election. A
    deferral election is irrevocable with respect to the Year or the
    Equity Award for which such election is made. Once the time for
    making a timely election has passed, a Director who did not
    timely make a deferral election for a Year or an Equity Award
    shall be deemed to have elected to not participate in the Plan.



 



    Notwithstanding the foregoing, if an Equity Award is subject to
    a substantial risk of forfeiture, a Director may elect to defer
    that portion of the Equity Award that will vest at least twelve
    (12) months after the date of the deferral election;
    provided that such deferral election must be made no later than
    the first thirty (30) days after the date such Equity Award
    is granted (or such earlier time as is prescribed by the
    Administrator); and provided further that if the Equity Award
    actually vests prior to such twelve (12) month period by
    reason of the Director’s death, disability, or a Change in
    Control, then the deferral election shall be cancelled.



 



    The Administrator also may permit deferrals of Fees, meeting
    attendance fees and Equity Awards at such other times as are
    permitted by Code section 409A.



 



    (b) Former Director.  A Director who was
    eligible to participate in the Plan, who loses such eligibility
    by reason of ceasing to serve on the Board or otherwise, and who
    again becomes eligible to participate in the Plan, shall be able
    to again make an election to defer payment of Fees, meeting
    attendance fees and Equity Awards as provided in Code
    section 409A. If the individual can instead qualify as a
    newly elected Director, then the election rule for such
    Directors will apply.



 



    3.3  Matching
    Contribution.  Pentair shall make a matching
    contribution each month on behalf of each Director who has
    elected to defer payment of some or all of the Fees otherwise
    payable in cash to the Director. Said matching contribution
    shall be equal to fifteen percent (15%) of such amount of the
    Fees as the Director shall have elected to defer hereunder.



 



    3.4  Accounting for Deferred
    Compensation.  (a) The Administrator
    shall cause the Plan Agent to establish an Account for each
    Director who elects to participate in the Plan. All Deferred
    Compensation shall be allocated to Accounts as Share Units.



 



    (b) The Plan Agent shall purchase Stock on the open market
    with the Deferred Compensation funds received from Pentair. The
    Plan Agent shall make all such purchases over one (1) or
    more business days each month, as agreed to by the Plan Agent
    and Pentair. All Stock so purchased shall be allocated to
    Accounts based on the average purchase price obtained over said
    monthly purchase period and held in a street name or a nominee
    name; no Director shall have voting or other ownership rights
    with respect to any Stock acquired for purposes of the Plan.
    Stock purchased under the Plan by the Plan Agent shall be held
    by Pentair as an investment to assist Pentair in meeting its
    obligation to pay Deferred Compensation to Directors.



 



    (c) If a deferred Equity Award relates to shares or is
    valued in relation to the Fair Market Value of a share, the
    Director’s Account shall be credited with a number of Share
    Units equal to the number of shares or share-related Equity
    Awards so deferred. If a deferred Equity Award is valued in
    relation to cash (such as dividend equivalents), such deferred
    cash amount shall be used to purchase Stock as provided in
    subsection (b).



 



    (d) Share Units allocated to Accounts shall be adjusted to
    reflect Stock dividends or splits or other similar adjustments.
    Cash dividends paid with respect to Stock purchased for purposes
    of the Plan shall be used to purchase Stock and allocated to
    Accounts as Share Units.



 



    (e) The portion of an Account attributable to a deferred
    Equity Award shall vest at the same time as the related Equity
    Award vests. All other Deferred Compensation shall be
    immediately vested. Only vested Deferred Compensation shall be
    payable hereunder.



 



    3.5  Time of Distribution of Deferred
    Compensation.
    (a) General.  Except as otherwise
    provided for in the Plan, or as designated by the Director at
    the time a deferral election is made, the Director shall receive
    his or her entire vested Account balance allocable to a Year
    within ninety (90) days of the first to occur of the
    Director’s (i) ceasing to be a member of the Board for
    any reason other than death, (ii) death, or (iii) a
    Change in Control. For purposes hereof, a deferred Equity Award
    shall be allocable to the Account established for the Year in
    which the Equity Award is granted.





    

    3








 







    (b) Specific Dates of Distribution.  A
    Director may timely elect to receive distribution of his or her
    entire vested Account balance allocable to a Year as of one
    specific future date or one objectively determinable future
    event date (e.g., a Director’s sixty-fifth (65th)
    birthday). Such an election, once finally effective, cannot be
    changed by the Director. In the event of a Change in Control, a
    Director who has elected a specific future date or an
    objectively determinable future event date shall remain entitled
    to payment on such date, regardless of whether a Change in
    Control shall first occur. In the event of the death of a
    Director prior to the date elected hereunder for a distribution,
    the entire vested Account balance shall be paid within ninety
    (90) days of the date of such Director’s death.



 



    (c) Distribution in Event of Death.  In
    the event of a Director’s death, the vested Deferred
    Compensation allocated to such Director’s Account will be
    distributed to the beneficiary designated by the Director, or
    (if there shall be no such beneficiary designated) to the person
    who would have a right to receive such distribution by will or
    (if there shall be no will) by the laws of descent and
    distribution of the state in which the Director was domiciled at
    death. Such distribution shall be made in a single payment and,
    except as otherwise described herein, in Stock. The Plan Agent
    shall deliver to the beneficiary a number of whole shares of
    Stock equal to the whole number of vested Share Units allocated
    to such Director’s Account. Any fractional Share Units
    allocated to such Director’s Account shall be converted to
    cash using the then Fair Market Value, and the cash shall be
    delivered to the beneficiary.



 



    A beneficiary designation made by a Director shall remain in
    effect until such time as a Director files a new beneficiary
    designation with the Administrator. Prior to distribution, the
    Administrator will verify the identity of the Director’s
    named beneficiary and such beneficiary will establish the right
    to receive distribution of any unpaid vested Deferred
    Compensation.



 



    3.6  Form of Distribution of Deferred
    Compensation.  A Director’s vested
    Account shall be distributed in a single payment and, except as
    otherwise described herein, in Stock. The Stock so distributed
    shall be either (i) deposited into the Director’s
    dividend reinvestment account, if any, in which case any
    fractional shares shall also be allocated to such account, or
    (ii) delivered directly to said Director, in which case the
    Plan Agent shall deliver a number of whole shares of Stock equal
    to the whole number of Share Units allocated to such
    Director’s Account, and any fractional Share Units
    allocated to such Account shall be converted to cash using the
    then Fair Market Value, and the cash shall be delivered to the
    Director. Shares delivered in payment of any deferred Equity
    Award shall be issued under the Omnibus Incentive Plan.



 




    SECTION 4

    



 




    PLAN
    ADMINISTRATION
    



 



    4.1  Reporting.  The Plan
    Agent shall periodically report the following information to
    Pentair:



 



    (a) the total number of Share Units allocated to Accounts;



 



    (b) the total shares of Stock purchased by the Plan Agent
    since its last report; and



 



    (c) the number of shares of Stock into which Share Units
    then allocated to Accounts may be converted.



 



    4.2  Accounting.  The
    Administrator and the Plan Agent shall assure that the following
    records are kept under the Plan for each Year for each Director:



 



    (a) whether the Director made an election to defer Fees,
    meeting attendance fees or Equity Awards for the Year;



 



    (b) the amount or percentage of Fees, meeting attendance
    fees or Equity Awards deferred;



 



    (c) the matching contribution made with respect to the Fees
    deferred;



 



    (d) the distribution election, if any, made by the
    Director; and





    

    4








 







    (e) the Year in which the Fees and meeting attendance fees
    deferred were earned and the Year in which the Equity Awards
    were granted.



 



    4.3  Costs.  Pentair shall pay
    all commissions, service charges or other costs incurred with
    respect to the purchase of Stock for purposes of the Plan. When
    any such Stock is sold, the Director is responsible for payment
    of any commissions, service charges or other costs incurred on
    account of such sale.



 




    SECTION 5

    



 




    MISCELLANEOUS
    



 



    5.1  Term of Plan.  This
    restated Plan shall be effective December 16, 2009, and
    shall remain in effect until April 30, 2014, which
    represents the end of the ten (10) year term approved by
    shareholders effective as of May 1, 2004, unless earlier
    terminated by the Board.



 



    5.2  Board Tenure.  The fact
    that a Director has elected to participate in the Plan shall not
    affect or qualify the right of the Board or of Pentair
    shareholders to remove such individual from the Board,
    consistent with the provisions of the Pentair Articles of
    Incorporation or By-Laws, or applicable provisions of Minnesota
    law.



 



    5.3  Code
    Section 409A.  The Plan shall be
    administered in a manner consistent with Code section 409A
    and Treasury Regulations thereunder. Any permissible discretion
    to accelerate or defer a Plan distribution under such
    Regulations, the power to exercise which is not otherwise
    described expressly in the Plan, shall be exercised solely by
    the Administrator. The distribution provisions of
    Section 3.6 are subject to exceptions or overrides in the
    discretion of the Administrator or its delegate, but not in the
    discretion of the Director concerned, as otherwise provided in
    the Plan or as allowed under Code section 409A and Treasury
    Regulations thereunder.



 



    5.4  Delegation.  To the
    extent permitted under Minnesota law, the Administrator or the
    Board may delegate to officers of Pentair any or all of their
    duties, power and authority under the Plan, subject to such
    conditions or limitations as the Administrator or the Board, as
    applicable, may establish. Notwithstanding the prior sentence,
    the Board may not delegate the power to amend or terminate the
    Plan.



 



    5.5  Funding.  The Plan is a
    non-qualified, unfunded and unsecured deferred compensation
    arrangement. Pentair shall not establish, nor is it required to
    establish, a trust to fund benefits provided to Directors
    hereunder, or to earmark or segregate assets to provide for such
    benefits. In the event of default of payment hereunder by
    Pentair, the Directors shall have no greater entitlements or
    security than does an unsecured general creditor of Pentair.



 



    5.6  Nonalienability.  Except
    as otherwise expressly provided herein or as otherwise required
    by law, no right or interest of any Director or the beneficiary
    named by a Director under the Plan shall be subject in any
    manner to anticipation, alienation, sale, transfer, assignment,
    pledge, encumbrance, charge, attachment, garnishment, execution,
    levy, bankruptcy or any other disposition of any kind, either
    voluntarily or involuntarily, prior to actual receipt of payment
    by the person entitled to such right or interest under the
    provisions hereof, and any such disposition or attempted
    disposition shall be void.



 



    5.7  Facility of Payment.  If
    the Administrator shall determine a Director or a
    Director’s named beneficiary entitled to a distribution
    hereunder is incapable of caring for his or her own affairs
    because of illness or otherwise, it may direct any distribution
    from such Director’s Account be made, in such amounts as it
    shall determine, to the spouse, child, parent or other blood
    relative of such Director or beneficiary, or any of them, or to
    such other person or persons as the Administrator may determine,
    until such date as the Administrator shall determine such
    incapacity no longer exists; provided, however, the exercise of
    this discretion shall not cause an acceleration or delay in the
    time of distribution of Plan benefits except to the extent, and
    only for the duration of, the time reasonably necessary to
    resolve such matters or otherwise protect the interests of the
    Plan. The Administrator shall be under no obligation to see to
    the proper application of the distributions so made to such
    person or persons and any such distribution shall be a complete
    discharge of any liability under the Plan to such Director or
    beneficiary, to the extent of such distribution.





    

    5








 







    5.8  Default.  In the event
    Pentair shall fail to pay when due any Deferred Compensation,
    and such failure to pay continues for a period of thirty
    (30) days from receipt of written notice of nonpayment from
    the affected Director, Pentair shall be in default hereunder and
    shall reimburse the Director for expenses incurred in the
    collection of such amount, including reasonable attorneys’
    fees. Pursuant to applicable provisions of Code
    section 409A, any such reimbursement must be paid to the
    affected Director not later than the end of the year following
    the year in which such expenses are incurred. Failure to timely
    submit a claim for reimbursement of any such expenses shall
    result in the forfeiture of the claim.



 



    5.9  Amendment or
    Termination.  The Plan may be amended or
    terminated at any time by the Board; provided that the rights of
    Directors or former Directors accrued under the Plan through the
    date of such amendment or termination shall not be affected by
    such action without the express written consent of those
    individuals. Nothing herein shall be construed to prevent any
    modification, alteration or amendment of the Plan which is
    required to comply with the provision of any applicable law or
    regulations relating to the establishment or maintenance of this
    Plan.



 



    5.10  Federal Securities and Other
    Laws.  Notwithstanding anything in the Plan to
    the contrary, and to the extent and for the time reasonably
    necessary to comply with federal securities laws (or other
    applicable laws or regulations), distribution dates under the
    Plan may be suspended, changed or delayed as necessary to comply
    with such laws or regulations; provided, however, any
    distributions so delayed shall be paid to the Director, or a
    beneficiary named by a Director, as of the earliest date the
    Administrator determines such distribution will not cause a
    violation of any laws or regulations.



 



    5.11  Applicable Law.  To the
    extent not preempted by applicable federal law, the Plan shall
    be interpreted and construed in accordance with the substantive
    laws of the State of Minnesota, but without regard to any choice
    or conflict of laws provisions thereof.



 



    5.12  Construction.  The
    Administrator shall have full power and authority to interpret
    and construe any provision of the Plan, to adopt rules and
    regulations not inconsistent with the Plan for purposes of
    administering the Plan with respect to matters not specifically
    covered in the Plan document and to amend and revoke any rules
    and regulations so adopted. Except as otherwise provided in the
    Plan, any interpretation of the Plan and any decision on any
    matter within the discretion of the Administrator which is made
    in good faith by the Administrator shall be final and binding.



 



    5.13  Indemnification.  To the
    extent permitted by law, members of the Board shall be
    indemnified and held harmless by Pentair with respect to any
    loss, cost, liability or expense that may reasonably be incurred
    in connection with any claim, action, suit or proceeding which
    may arise by reason of any act or omission under the Plan which
    is taken within the scope of the Plan. Such indemnification
    shall cover any and all reasonable attorneys’ fees and
    expenses, judgments, fines and amounts paid on settlement, but
    only to the extent such amounts are (i) actually and
    reasonably incurred, (ii) not otherwise paid or
    reimbursable under an applicable Pentair paid insurance policy,
    and (iii) not duplicative of other payments made or
    reimbursements due under other indemnity agreements. In no event
    shall this Section 5.13 be construed to require Pentair to
    indemnify third parties with whom it may contract to perform
    administrative duties with respect to the Plan.



 



    5.14  Tax Withholdings and Consequences.
    (a) Tax Withholdings.  Benefits
    earned under the Plan and payment of such benefits shall be
    subject to tax reporting and withholding as required by law. The
    amount of such withholding may be determined by treating such
    benefits as being paid in the nature of supplemental wages.



 



    (b) Tax Consequences.   Pentair
    does not represent or guarantee that any particular federal,
    foreign, state or local income, payroll or other tax consequence
    will result from participation in this Plan or payment of
    benefits under the Plan.



 



    5.15  Savings Clause.  If any
    term, covenant or condition of this Plan, or the application
    thereof to any person or circumstance, shall to any extent be
    held to be invalid or unenforceable, the remainder of this Plan,
    or the application of any such term, covenant or condition to
    persons or circumstances other than those as to which it has
    been held to be invalid or unenforceable, shall not be affected
    thereby, and, except to the extent






    

    6








 







    of any such invalidity or unenforceability, this Plan and each
    term, covenant and condition hereof shall be valid and shall be
    enforced to the fullest extent permitted by law.



 



    5.16  Interpretation.  Section
    and subsection headings are for convenience of reference and not
    part of this Plan, and shall not influence its interpretation.
    Whenever any words are used in the Plan in the singular,
    masculine, feminine or neuter form, they shall be construed as
    though they were also used in the plural, feminine, masculine or
    non-neuter form, respectively, in all cases where such
    interpretation is reasonable.



 



    5.17  Communications.  Pentair
    or the Plan Agent may, unless otherwise prescribed by any
    applicable state or federal law or regulation, provide the
    Plan’s prospectus, and any notices, forms or reports by
    using either paper or electronic means.



 




    SECTION 6

    



 




    TRANSITIONAL
    RULES
    



 



    6.1  Introduction.  This Plan
    document is effective on December 16, 2009 (i.e., the
    “effective date”) and, except as otherwise provided
    herein, shall apply to only those Directors who are eligible to
    actively participate in the Plan on or after the effective date
    and to only such Fees, meeting attendance fees and Equity Awards
    as are earned or granted on or after the effective date. The
    provisions of the Plan document as in effect prior to the
    effective date shall continue to govern the rights and
    entitlements of persons and Fees and meeting attendance fees not
    described in the immediately preceding sentence except to the
    extent application of this Plan document does not materially
    diminish or enlarge such rights and entitlements.



 



    6.2  Grandfathered Deferred
    Compensation. (a)  Equity
    Grants.  The Plan as in effect prior to
    January 1, 2008 (i.e., the “prior plan”) provided
    for grants of Equity Compensation, as such term was defined in
    the prior plan. No such grants have been made to Directors since
    2002, meaning all Equity Compensation which was payable under
    applicable provisions of the prior plan are grandfathered
    amounts and are not subject to the provisions of Code
    section 409A.



 



    (b) Deferred Compensation.  All
    Fees and meeting attendance fees earned prior to January 1,
    2005 and subject to an election to defer payment made by a
    Director under applicable provisions of the prior plan are
    grandfathered amounts and are not subject to the provisions of
    Code section 409A. Any Fees and meeting attendance fees
    earned on or after January 1, 2005 with respect to which an
    election to defer payment has been made shall be subject to
    applicable provisions of Code section 409A. Since
    January 1, 2005, the prior plan was operated in accordance
    with applicable provisions of Code section 409A, which
    provisions are reflected in the Plan. Therefore, the Plan shall
    govern elections to defer Fees and meeting attendance fees made
    on or after January 1, 2005, even though the Plan does not
    so retroactively amend the prior plan.



 



    6.3  Separate Accounting.  For
    purposes of tracking Deferred Compensation which is treated as
    grandfathered for purposes of Code section 409A, the
    Administrator and the Plan Agent shall assure that records as
    defined in Section 4.2 are kept in a manner as will clearly
    differentiate between Fees and meeting attendance fees earned
    and deferred prior to January 1, 2005, and Fees, meeting
    attendance fees and Equity Awards earned or granted, and
    deferred, on or after January 1, 2005.





    

    7