exv10w6



 




Exhibit 10.6




 




 




AMERICAN MANAGEMENT SYSTEMS, INCORPORATED




DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS




 




 




 




 




Effective January 1, 2004




(As Amended on July 3, 2003)





 







 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	 	 	 	 	

	ARTICLE I—PURPOSE; EFFECTIVE DATE	 	 	1	 
	1.01
	 	Purpose
	 	 	1	 
	1.02
	 	Effective Date
	 	 	1	 
	ARTICLE II—DEFINITIONS	 	 	1	 
	2.01
	 	Account
	 	 	1	 
	2.02
	 	Beneficiary
	 	 	1	 
	2.03
	 	Board
	 	 	1	 
	2.04
	 	Change in Control
	 	 	1	 
	2.05
	 	Committee
	 	 	2	 
	2.06
	 	Company
	 	 	2	 
	2.07
	 	Compensation
	 	 	2	 
	2.08
	 	Deferral Commitment
	 	 	3	 
	2.09
	 	Deferral Period
	 	 	3	 
	2.10
	 	Determination Date
	 	 	3	 
	2.11
	 	Director
	 	 	3	 
	2.12
	 	Director's Fees
	 	 	3	 
	2.13
	 	Director's Fees Deferral Commitment
	 	 	3	 
	2.14
	 	Disability
	 	 	3	 
	2.15
	 	Disability Benefit
	 	 	3	 
	2.16
	 	Earnings
	 	 	4	 
	2.17
	 	Exchange Act
	 	 	4	 
	2.18
	 	Financial Hardship
	 	 	4	 
	2.19
	 	Investment Crediting Rate
	 	 	4	 
	2.20
	 	Participant
	 	 	4	 
	2.21
	 	Participation Agreement
	 	 	5	 
	2.22
	 	Plan
	 	 	5	 
	2.23
	 	Retirement
	 	 	5	 
	2.24
	 	Retirement Benefit
	 	 	5	 
	2.25
	 	Stock Incentive Plan
	 	 	5	 
	2.26
	 	Valuation Date
	 	 	5	 
	ARTICLE III—PARTICIPATION AND DEFERRAL COMMITMENTS	 	 	6	 
	3.01
	 	Eligibility and Participation
	 	 	6	 
	3.04
	 	Modification of Deferral Commitment
	 	 	7	 
	ARTICLE IV—DEFERRED COMPENSATION ACCOUNT	 	 	7	 
	4.01
	 	Account
	 	 	7	 
	4.02
	 	Timing of Credits; Withholding
	 	 	7	 
	4.03
	 	Determination of Account
	 	 	7	 
	4.04
	 	Vesting of Account
	 	 	8	 
	4.05
	 	Statement of Account
	 	 	8	 







(i)







 


TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	 	 	 	 	

	ARTICLE V—PLAN BENEFITS	 	 	8	 
	5.01
	 	Distributions Prior to Termination of Service
	 	 	8	 
	5.02
	 	Termination of Service
	 	 	9	 
	5.03
	 	Retirement Benefit
	 	 	9	 
	5.04
	 	Disability Benefit
	 	 	9	 
	5.05
	 	Accelerated Distributions
	 	 	10	 
	5.06
	 	Valuation and Settlement
	 	 	10	 
	5.07
	 	Payment to Guardian
	 	 	10	 
	5.08
	 	Company Distribution
	 	 	10	 
	ARTICLE VI—BENEFICIARY DESIGNATION	 	 	11	 
	6.01
	 	Beneficiary Designation
	 	 	11	 
	6.02
	 	Changing Beneficiary
	 	 	11	 
	6.03
	 	No Beneficiary Designation
	 	 	11	 
	ARTICLE VII—ADMINISTRATION	 	 	11	 
	7.01
	 	Committee; Duties
	 	 	11	 
	7.02
	 	Agents
	 	 	12	 
	7.03
	 	Binding Effect of Decisions
	 	 	12	 
	7.04
	 	Indemnity of Committee
	 	 	12	 
	ARTICLE VIII—CLAIMS PROCEDURE	 	 	12	 
	8.01
	 	Claims Procedures
	 	 	12	 
	ARTICLE IX—AMENDMENT AND TERMINATION OF PLAN	 	 	13	 
	9.01
	 	Amendment
	 	 	13	 
	9.02
	 	Company’s Right to Terminate
	 	 	13	 
	ARTICLE X—MISCELLANEOUS	 	 	13	 
	10.01
	 	Unfunded Plan
	 	 	13	 
	10.02
	 	Company Obligations; Corporate Transactions
	 	 	13	 
	10.03
	 	Unsecured General Creditor
	 	 	14	 
	10.04
	 	Trust Fund
	 	 	14	 
	10.05
	 	Nonassignability
	 	 	14	 
	10.06
	 	Not a Contract
	 	 	14	 
	10.07
	 	Protective Provisions
	 	 	14	 
	10.08
	 	Governing Law
	 	 	14	 
	10.09
	 	Validity
	 	 	15	 
	10.10
	 	Notice
	 	 	15	 
	10.11
	 	Successors
	 	 	15	 
	10.12
	 	Change of Law
	 	 	15	 







(ii)







 



AMERICAN MANAGEMENT SYSTEMS, INCORPORATED




NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN




ARTICLE I—PURPOSE; EFFECTIVE DATE



1.01    Purpose




The purpose of this American Management Systems, Incorporated
Non-Employee Directors Deferred Compensation Plan is to provide
non-employee directors with a competitive deferred compensation plan
offering a market rate of return on a pre-tax basis. It is intended that
this Plan will aid in attracting and retaining non-employee directors of
exceptional ability by providing them with these benefits.



1.02    Effective Date




           This Plan is effective as of January 1, 2004.




ARTICLE II—DEFINITIONS




           For the purposes of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:



2.01    Account




           “Account” means the bookkeeping device used by the Company to measure and
determine the amount to be paid to a Participant under the Plan.



2.02    Beneficiary




           “Beneficiary” means the person, persons or entity entitled under Article
VI to receive any Plan benefits payable after a Participant’s death.



2.03    Board




           “Board” means the Board of Directors of the Company.



2.04    Change in Control




           “Change in Control” means the happening of any of the following events:




           (a) Any person or group (within the meaning of Sections 13(d) and 14(d) of
the Exchange Act), other than the Company or a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or a
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company,
becomes the beneficial owner (within the meaning of Rule 13d-3 under the
Exchange




PAGE 1 - DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS








 




Act), directly or indirectly, of securities representing fifty percent (50%) or
more of the combined voting power of the Company’s then-outstanding securities
entitled generally to vote for the election of directors;




           (b) During any period of two consecutive years, individuals who, at the
beginning of the period, constituted the Board cease for any reason to
constitute at least a majority thereof, unless the election or the nomination
for election by the Company’s stockholders of each new director was approved by
a vote of at least two-thirds (66-2/3%) of the directors then still in office
who were directors at the beginning of the period; and provided further,
however, that any such individual whose initial assumption of office occurs as
a result of or in connection with either an actual or threatened solicitation
with respect to the election of directors (as such terms are used in Rule
14a-12(c) of Regulation 14A promulgated under the Exchange Act) or other actual
or threatened solicitation of proxies or consents by or on behalf of an entity
other than the Board shall not be so considered as a member of the Board;




           (c) The consummation of a merger or consolidation with another corporation
(other than a majority-controlled subsidiary of the Company) unless the
Company’s stockholders immediately before the merger or consolidation are to
own more than two-thirds (66-2/3%) of the combined voting power of the
resulting entity’s voting securities entitled generally to vote for the
election of directors; or




           (d) The disposition or sale of all or substantially all of the business or
assets of the Company and its subsidiaries, taken as a whole.




           Notwithstanding the foregoing, no Change in Control shall be deemed to
have occurred with respect to a Participant by reason of (A) any event
involving a transaction in which the Participant or a group of persons or
entities with whom or with which the Participant acts in concert, acquires,
directly or indirectly, fifty percent (50%) or more of the combined voting
power of the Company’s then-outstanding voting securities or the business or
assets of the Company, or (B) any event involving or arising out of a
proceeding under Title 11 of the United States Code or comparable provisions of
any future United States bankruptcy law, an assignment for the benefit of
creditors or an insolvency proceeding under state or local law.



2.05    Committee




           “Committee” means the Administrative Committee appointed to administer the
Plan pursuant to Article VII hereof.



2.06    Company




           “Company” means American Management Systems, Incorporated, a Delaware
corporation, or successor thereto.



2.07    Compensation




           “Compensation” means Director’s Fees payable to the Director by the
Company during the calendar year in cash or in Company stock, before reduction
for amounts deferred under this Plan.





PAGE 2 - DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS








 


2.08    Deferral Commitment




           “Deferral Commitment” means a commitment made by a Participant to defer
Compensation pursuant to Article III.



2.09    Deferral Period




           “Deferral Period” means each calendar year.



2.10    Determination Date




           “Determination Date” means the last business day of each calendar month.



2.11    Director




           “Director” means a member of the Board of Directors of the Company who is
eligible to receive compensation in the form of Director’s Fees, and who is not
an officer or employee of the Company or any of its subsidiaries.



2.12    Director’s Fees




           “Director’s Fees” means the fees payable to a Director by the Company for
services as a Director and for services on any Committee of the Board,
including the retainer, meeting fees, Committee meeting fees, and any fees paid
pursuant to an award made to a Director by the Company under the Stock
Incentive Plan, whether paid in cashor in Company stock.



2.13    Director’s Fees Deferral Commitment




           “Director’s Fees Deferral Commitment” means a Deferral Commitment
described in Section 3.02 relating to the Director’s Fees payable by the
Company to a Director.



2.14    Disability




           “Disability” means a physical or mental condition that, in the opinion of
the Committee, shall prevent the Participant from satisfactorily performing his
usual duties for the Company for a two (2) year period or longer. The
Committee shall determine the existence of the Disability and may rely on
advice from a medical examiner, medical reports, and/or other evidence
satisfactory to the Committee.



2.15    Disability Benefit




           “Disability Benefit” means the amount payable to a Participant pursuant to
Section 4.04 of the Plan.





PAGE 3 - DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS








 


2.16    Earnings




           “Earnings” means the rate of investment return credited to an account on
each Determination Date in a calendar year. Unless otherwise determined by the
Company in accordance with Article IX, the Earnings rate for amounts deferred
in cash, including amounts deferred prior to January 1, 2004, shall be the
Investment Crediting Rate. “Earnings” for amounts deferred in shares of
Company stock shall mean dividends paid on Company stock.



2.17    Exchange Act




           “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



2.18    Financial Hardship




           “Financial Hardship” means severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant
or of a dependent (as defined in Section 152(a) of the Internal Revenue Code)
of the Participant, loss of the Participant’s property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant. The circumstances that will
constitute a Financial Hardship will depend upon the facts of each case, but in
any case, payment may not be made to the extent that such hardship is or may be
relieved:




     (a) Through reimbursement or compensation by insurance or otherwise;




     (b) By liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not itself cause severe financial
hardship; or




     (c) By cessation of deferrals under the Plan.



2.19    Investment Crediting Rate




           “Investment Crediting Rate” means a rate fixed for each Plan year, which
shall be calculated from the average end-of-day rate over the last ten business
days of the year immediately preceding the Plan year in which Earnings are
being credited, for the generic 5-year U.S. Treasury Note, as reported on
Bloomberg, plus one percent (1%). This rate is applied on each Determination
Date and the final payment date using the actual date count on the basis of a
365-day year (ACT/365). If such rate is not available or is no longer reported
on Bloomberg, then the most directly comparable 5-year U.S. Treasury Note rate,
as published in the Wall Street Journal or a substantially similar publication,
as determined by the Committee, plus one percent (1%), shall be applied.



2.20    Participant




           “Participant” means any eligible Director who has elected to defer
Compensation under this Plan.





PAGE 4 - DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS








 


2.21    Participation Agreement




           “Participation Agreement” means the agreement submitted by a Participant
to the Committee prior to the beginning of a Deferral Period, with respect to a
Deferral Commitment made for such Deferral Period.



2.22    Plan




           “Plan” means this American Management Systems, Incorporated Non-Employee
Director Deferred Compensation Plan as amended from time to time.



2.23    Retirement




           “Retirement” means a termination of service on the Board after the
Participant attains age fifty-five (55).



2.24    Retirement Benefit




           “Retirement Benefit” means an amount payable to a Participant pursuant to
Section 4.03 of the Plan.



2.25    Stock Incentive Plan




           “Stock Incentive Plan” means the American Management Systems, Incorporated
2003 Stock Incentive Plan.



2.26    Valuation Date




           “Valuation Date” shall be the date on which a lump sum distribution
(whether in cash or in Company stock) is paid to a Participant or the date on
which installment payments (whether in cash or in Company stock) to a
Participant commence, as applicable.





PAGE 5 - DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS








 



ARTICLE III—PARTICIPATION AND DEFERRAL COMMITMENTS



3.01    Eligibility and Participation




     (a) Eligibility. Eligibility to participate in the Deferred
Compensation Plan for Non-Employee Directors is limited to Directors of
the Company. The Committee, in its discretion, may deem otherwise
eligible Directors to be ineligible to participate.




     (b) Participation. A Director may elect to participate in the
Deferred Compensation Plan for Non-Employee Directors with respect to any
Deferral Period by submitting a Participation Agreement to the Committee
by the thirtieth (30th) day of September of the year immediately
preceding the beginning of the Deferral Period or by any other date
determined by the Committee.



3.02    Deferral Commitment




Director’s Fee Deferral Commitment. A Director’s Fee Deferral Commitment
shall be related to the Director’s Fees payable by the Company to a
Director during the Deferral Period. If Director’s Fees are payable in
cash, the amount to be deferred shall be stated as a percentage or dollar
amount. If the Director’s Fees are payable in the common stock of the
Company, the amount to be deferred shall be stated as a whole number of
shares of common stock.




No deferral shall be permitted that is in violation of law. Deferral
Commitments are valid for one Deferral Period only.



3.03    Limitations on Deferral Commitments




           The following limitations shall apply to Deferral Commitments:




     (a) Minimum. The minimum Director’s Fee Deferral Commitment amount
shall be fifty percent (50%) of Director’s Fees payable to a Director
during the Deferral Period. The minimum Director’s Fee Deferral
Commitment for a Director who enters participation after the beginning of
a Deferral Period shall be pro-rated based on the number of months
remaining in the Deferral Period.




     (b) Maximum. There is no maximum deferral for a Director’s Fee
Deferral Commitment.




     (c) Changes in Minimum or Maximum. The Committee may establish new
minimum or maximum deferral amounts or change the existing minimum or
maximum deferral amounts from time to time by giving written notice to
all Participants. No such change may affect a Deferral Commitment made
prior to the Committee’s action.





PAGE 6 - DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS








 


3.04    Modification of Deferral Commitment




           Except as provided in Section 5.01(b) below, Deferral Commitments shall be
irrevocable.




ARTICLE IV—DEFERRED COMPENSATION ACCOUNT



4.01    Account




           The amounts deferred by a Participant under the Plan and Earnings on
deferrals shall be credited to the Participant’s Account. A Participant’s
Account shall be debited to reflect distributions to the Participant. Separate
subaccounts may be maintained to reflect different forms of deferrals,
distributions, and levels of vesting, and forms of payment. The Account shall
be a bookkeeping device utilized for the sole purpose of determining the
benefits payable under the Plan and shall not constitute a separate fund of
assets.



4.02    Timing of Credits; Withholding




           A Participant’s deferred Compensation shall be credited to the
Participant’s Account one (1) business day after it otherwise would have been
paid had a Deferral Commitment not been made. To the extent required by law,
the Company shall withhold any taxes required to be withheld by the federal or
any state or local government. The Company reserves the right to limit or
reduce the amount of cash or stock to be deferred or distributed as needed to
satisfy any required tax withholding obligation.



4.03    Determination of Account




           Each Participant’s Account as of each Determination Date shall consist of
the balance of the Account as of the immediately preceding Determination Date.
The Account shall be expressed in dollars, except that the portion of an
Account attributable to a deferral of Company stock shall be expressed in
numbers of shares (including fractional shares) plus Earnings, which are
converted to whole or fractional shares, plus the number of shares determined
by any stock split, recapitalization or other capital change affecting the
Company stock since the prior Determination Date, adjusted as follows:




     (a) New Deferrals. The Account shall be increased by any
Compensation deferred pursuant to a Deferral Commitment and credited
pursuant to Section 4.02 since the immediately preceding Determination
Date.




     (b) Distributions. The Account shall be reduced by any benefits
distributed from the Account to the Participant since the immediately
preceding Determination Date.




     (c) Earnings. The Account shall be increased by the Earnings on the
average daily balance in the Account since the immediately preceding
Determination Date, except that that the number of shares (including
fractional shares) in the portion of the Account attributable to a
deferrals of Company stock shall be increased by Earnings (i.e.
dividends) paid at such times as shareholders of the Company are credited
with dividends.





PAGE 7 - DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS








 


4.04    Vesting of Account




           A Participant shall be one hundred percent (100%) vested at all times in
the amount of Compensation elected to be deferred under this Plan and Earnings
thereon.



4.05    Statement of Account




           The Committee shall give to each Participant a statement showing the
balance in the Participant’s Account on an annual basis and at such other times
and in such manner as may be determined by the Committee.




ARTICLE V—PLAN BENEFITS



5.01    Distributions Prior to Termination of Service




           A Participant’s Account may be distributed to the Participant prior to
termination of service on the Board as follows:




     (a) In-Service Withdrawals. A Participant may elect in a
Participation Agreement to withdraw all or any portion of the amount
deferred by that Participation Agreement as of a date specified in the
election. Such date shall not be sooner than three (3) years after the
date the Deferral Period commences. The amount withdrawn shall not
exceed the amount of Compensation deferred plus Earnings on the deferral.
Such election shall be made at the time the Deferral Commitment is made
and can only be amended if such amendment is made at least one year and
one day before the calendar year in which the distribution was scheduled.
If the Participant retires, is disabled, or terminates service prior to
the date of a scheduled in-service withdrawal, such election will be
invalid, and the amount of the scheduled in-service withdrawal will
distributed in the same form of distribution as elected for the
Participant’s retirement, disability, or termination of service, as
applicable.




     (b) Hardship Withdrawals. Upon a finding that a Participant has
suffered a Financial Hardship, the Committee may, in its sole discretion,
(a) waive or modify the deferral commitment and/or (b) make distributions
from the Participant’s Account. The amount of such a withdrawal shall be
limited to the amount reasonably necessary to meet the Participant’s
needs resulting from the Financial Hardship. If payment is made from a
Participant’s Account due to Financial Hardship under this Plan, the
Participant’s deferrals under this Plan shall cease shall cease for
twelve (12) months after the date of such payment. Any resumption of the
Participant’s deferrals under the Plan after this period shall be made
only at the election of the Participant in accordance with Article III
herein.




     (c) Form of Payment and Time. Any distribution pursuant to Section
5.01(a) or 5.01(b) shall be payable in a lump sum distribution in
accordance with Section 5.06. The distribution shall be paid in the
case of a partial withdrawal, as provided in the Participation Agreement,
and in case of a Financial Hardship, within thirty (30) days after the
determination of a Financial Hardship.





PAGE 8 - DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS








 


5.02    Termination of Service




           Upon a Participant’s termination of service on the Board for any reason
other than Retirement or Disability, the Company shall pay the Participant, or,
in the case of the Participant’s death before Retirement, the Participant’s
Beneficiary, a lump-sum benefit equal to the balance in the Participant’s
Account. Such payment will be paid within sixty (60) days after the
termination of service, unless the Participant is a person described in Rule
16b of the Exchange Act, in which case the Committee shall have the discretion
to delay the distribution of the portion of the Participant’s Account that is
attributable to a deferrals of stock until such date that the Committee
determines is practicable but that is no more than (1) year after the
termination of service.



5.03    Retirement Benefit




           Retirement benefits shall be paid in the form elected by the Participant
at the time of the Deferral Commitment.




     (a) Form of benefit payments shall be one (1) of the following:




     (i) Lump sum; or




     (ii) Annual installments with a maximum of ten (10).




     (b) Benefits shall commence the last day of February in the calendar
year following the date of retirement.




     (c) Small Account(s). Notwithstanding Section 5.03(a), if the value
of a Participant’s Account is under fifty thousand dollars ($50,000) on
the Valuation Date, distribution shall be made in a lump sum.




     (d) Change in Form and Commencement of Payment. A Participant may
elect to file a modified election as to form and timing of payment. To
be effective such modified election must be filed prior to a termination
of service and one year and one day prior to the calendar year in which
distributions would have occurred if the modification had not been made.




     (e) In the case of the Participant’s death after Retirement, the
Company shall pay to Participant’s Beneficiary the remaining portion, if
any, of the Participant’s Account in the form elected by the Participant
at the time of the Deferral Commitment.



5.04    Disability Benefit




           At the time of the Deferral Commitment, the Participant must elect, upon
disability, to receive their benefit either in a lump sum or in the same number
of annual installments as elected under Section 5.03 above.





PAGE 9 - DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS








 



5.05    Accelerated Distributions




     (a) Change in Control Distribution. Notwithstanding any other
provision of the Plan, upon a Change in Control, a Participant’s Account
balance shall be paid to the Participant in a lump sum within sixty (60)
days of the Change in Control, unless the Company’s obligations under
this Plan are assumed by the acquiring or successor company. Upon a
Change in Control, this Section 5.05(a) and the definition of Change in
Control in Section 2.04 shall remain in force and effect, and shall not
be subject to cancellation or modification for a period of five years.




     (b) Non-Scheduled In-Service Withdrawal. Notwithstanding any other
provision of the Plan, a Participant shall be entitled to receive, upon
written request to the Committee, a lump sum distribution (whether in
cash or in Company stock) equal to ninety percent (90%) of the entire
vested Account balance as of the Determination Date immediately preceding
the date on which the Committee receives the written request. The
remaining balance (whether in cash or in Company stock) shall be
forfeited by the Participant. The amount payable under this section
shall be paid in a lump sum within sixty-five (65) days following the
receipt of the notice by the Committee from the Participant. Any
Participant who elects to receive a benefit under this section shall not
be eligible to participate in or defer into this Plan in the future.



5.06    Valuation and Settlement




           The amount of a lump sum payment and the initial amount of installments
shall be based on the value of the Participant’s Account on the on the
Valuation Date. Distributions shall be made in cash, except for the portion of
the Account attributable to deferrals of Company stock, which shall be
distributed in shares of Company stock (plus cash equal to any fractional
shares).



5.07    Payment to Guardian




           The Committee may direct payment to the duly appointed guardian,
conservator, or other similar legal representative of a Participant or
Beneficiary to whom payment is due. In the absence of such a legal
representative, the Committee may, in it sole and absolute discretion, make
payment to a person having the care and custody of a minor, incompetent or
person incapable of handling the disposition of property upon proof
satisfactory to the Committee of incompetency, minority, or incapacity. Such
distribution shall completely discharge the Committee from all liability with
respect to such benefit.



5.08    Company Distribution




           The Committee may elect to distribute a Participant’s Account balance to
the Participant at any time if the Committee deems it to be in the best
interests of the Company to do so. If, because of a change in law or because
of a final determination by the Internal Revenue Service, all or any portion of
the amounts deferred by a Participant under the Plan become includable in the
Participant’s income under the Internal Revenue Code of 1986 (as amended) while
deferred and prior to the scheduled distribution date or any accelerated
distribution date determined under Sections 5.01, 5.02, 5.03, 5.04, or 5.05,
the Committee shall immediately distribute the amount deferred or the portion
thereof that is currently taxable in a lump sum to the Participant.





PAGE 10 - DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS








 



ARTICLE VI—BENEFICIARY DESIGNATION



6.01    Beneficiary Designation




           Each Participant shall have the right, at any time, to designate one or
more persons or an entity as Beneficiary (both primary as well as secondary) to
whom benefits under this Plan shall be paid in the event of Participant’s death
prior to complete distribution of the Participant’s Account. Each Beneficiary
designation shall be in a written form prescribed by the Committee and shall be
effective only when filed with the Committee during the Participant’s lifetime.



6.02    Changing Beneficiary




           Any Beneficiary designation may be changed by a Participant without the
consent of the previously named Beneficiary by the filing of a new designation
with the Committee. The filing of a new designation shall cancel all
designations previously filed.



6.03    No Beneficiary Designation




           If any Participant fails to designate a Beneficiary in the manner provided
above, if the designation is void, or if the Beneficiary designated by a
deceased Participant dies before the Participant or before complete
distribution of the Participant’s benefits, the Participant’s Beneficiary shall
be the person in the first of the following classes in which there is a
survivor:




     (a) The Participant’s spouse;




     (b) The Participant’s children in equal shares, except that if any
of the children predeceases the Participant but leaves issue surviving,
then such issue shall take by right of representation the share the
parent would have taken if living;




     (c) The Participant’s estate.




ARTICLE VII—ADMINISTRATION



7.01    Committee; Duties




           The Plan shall be administered by the Committee. The Committee shall be
appointed by the Compensation Committee of the Board of Directors. The
Committee shall have the complete discretion and authority to make, amend,
interpret, apply, and enforce all appropriate rules and regulations for the
administration of the Plan and to exercise such powers as the Committee may
deem necessary for the administration of the Plan. The Committee shall have
the complete discretion and authority to interpret and construe the terms of
the Plan, to apply the terms of the Plan to situations not expressly addressed
in the Plan, to make findings of fact, and to resolve any and all questions as
may arise under the terms of the Plan or in the administration of the Plan.
The Committee shall exercise its discretion in a manner that is consistent with
the terms of the Plan and with applicable law. A majority vote of the
Committee members shall control any decision. Members of the Committee may be
Participants under this Plan.





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7.02    Agents




           The Committee may, from time to time, engage agents and delegate to them
such administrative duties as it sees fit. The Committee may delegate to the
officers or employees of the Company the authority to execute and deliver those
instruments and documents, to do all acts and things, and to take all other
steps deemed necessary, advisable or convenient for the effective
administration of this Plan in accordance with its terms and purpose, except
that the Committee may not delegate any authority the delegation of which would
cause this Plan to fail to satisfy the requirements of applicable law. In
making any determination or in taking or not taking any action under this Plan,
the Committee may obtain and rely upon the advice of experts, including
professional advisors to the Company. No member of the Committee or officer of
the Company who is a Participant hereunder may participate in any decision
specifically relating to his or her individual rights or benefits under the
Plan.



7.03    Binding Effect of Decisions




           The decision or action of the Committee with respect to any question
arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder
shall be final, conclusive and binding upon all persons having any interest in
the Plan.



7.04    Indemnity of Committee




           Neither the Company nor any member of the Board or of the Committee, nor
any other person participating in any determination of any question under this
Plan, or in the interpretation, administration or application thereof, shall
have any liability to any party for any action taken or not taken in good faith
under this Plan or for the failure of the Plan or any Participant’s rights
under the Plan to achieve intended tax consequences, to qualify for exemption
or relief under Section 16 of the Exchange Act and the rules thereunder, or to
comply with any other law, compliance with which is not required on the part of
the Company. The Company shall indemnify and hold harmless the members of the
Committee against any and all claims, loss, damage, expense or liability
arising from any action or failure to act with respect to this Plan on account
of such person’s service on the Committee, except in the case of gross
negligence or willful misconduct.




ARTICLE VIII—CLAIMS PROCEDURE



8.01    Claims Procedures




           The Committee shall establish rules and procedures to be followed by
Participants and Beneficiaries for (a) filing claims for benefits, (b)
furnishing and verifying proofs necessary to establish the right to benefits in
accordance with the Plan, and (c) appealing denials of claims for benefits.
Such rules and procedures shall require that claims and proofs be made in
writing and directed to the Committee. The Committee shall notify Participants
of the claims procedures in accordance with applicable law.





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ARTICLE IX—AMENDMENT AND TERMINATION OF PLAN



9.01    Amendment




           The Board may at any time amend the Plan (including the Investment
Crediting Rate under the Plan) by written instrument, notice of which is given
to all Participants and to Beneficiaries receiving installment payments, except
that no amendment shall reduce the amount in any Account that accrued prior to
the date such notice of the amendment is given, nor shall any amendment alter
Section 5.05(a).



9.02    Company’s Right to Terminate




           The Board may at any time partially or completely terminate the Plan if,
in its judgment, the tax, accounting or other effects of the continuance of the
Plan, or potential payments thereunder would not be in the best interests of
the Company.




     (a) Partial Termination. The Board may partially terminate the Plan
by instructing the Committee not to accept any additional Deferral
Commitments. If such a partial termination occurs, the Plan shall
continue to operate and be effective with regard to Deferral Commitments
entered into prior to the effective date of such partial termination.




     (b) Complete Termination. The Board may completely terminate the
Plan by instructing the Committee not to accept any additional Deferral
Commitments, and by terminating all ongoing Deferral Commitments. If
such a complete termination occurs, the Plan shall cease to operate.
Unless such account balance is transferred under the terms of a new
deferred compensation plan sponsored by the Company, the Company shall
pay out and distribute each Account balance to the Participant within
sixty (60) days after the Board terminates the Plan. Earnings shall
continue to be credited on the unpaid Account balance as specified in
Section 4.03(c) through the date of payment. Notwithstanding the
foregoing, the Company, in its sole discretion, may determine that it is
in the financial best interests of the Company to distribute any or all
Accounts in installments over a payment period to be determined by the
Company.




ARTICLE X—MISCELLANEOUS



10.01    Unfunded Plan




           This plan is an unfunded plan maintained primarily to provide deferred
compensation benefits for Directors of the Company and, therefore, is exempt
from ERISA.



10.02    Company Obligations; Corporate Transactions




           The obligation to make benefit payments to any Participant under the Plan
shall be the liability of the Company. In the event of a corporate
transaction, merger, acquisition, or other similar event, the payment of
benefits in the form of stock shall be determined in the same manner as
provided in the Stock Incentive Plan.





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10.03    Unsecured General Creditor




           Participants and Beneficiaries shall be unsecured general creditors, with
no secured or preferential right to any assets of the Company or any other
party for payment of benefits under this Plan. Any life insurance policies,
annuity contracts or other property purchased by the Company in connection with
this Plan shall remain its general, unpledged and unrestricted assets. The
Company’s obligation under the Plan shall be an unfunded and unsecured promise
to pay money or stock in the future.



10.04    Trust Fund




           At its discretion, the Company may establish one or more trusts, with such
trustees as the Board may approve, for the purpose of providing for the payment
of benefits owed under the Plan. Although such a trust shall be irrevocable,
its assets shall be held for payment of all the Company’s general creditors in
the event of insolvency or bankruptcy. To the extent any benefits provided
under the Plan are paid from any such trust, the Company shall have no further
obligation to pay them. If not paid from the trust, such benefits shall remain
the obligation of the Company.



10.05    Nonassignability




           Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and nontransferable.
No part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant’s or any other
person’s bankruptcy or insolvency.



10.06    Not a Contract




           This Plan shall not constitute an undertaking by the Company that the
Participant shall continue to be a Director of the Company for any period of
time.



10.07    Protective Provisions




           A Participant will cooperate with the Company by furnishing any and all
information requested in order to facilitate the payment of benefits hereunder,
and by taking such other actions as may be requested. If it is necessary for a
Participant to bring a legal action against the Company to obtain payment of
amounts owed the Participant under the terms of the Plan, the Company will pay
the Participant’s reasonable legal fees, costs, and expenses if the Participant
prevails in litigation.



10.08    Governing Law




           The provisions of this Plan shall be construed and interpreted according
to the laws of the Commonwealth of Virginia, except as preempted by federal
law.





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10.09    Validity




           In case any provision of this Plan shall be held illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts
hereof, but this Plan shall be construed and enforced as if such illegal and
invalid provision had never been inserted herein.



10.10    Notice




           Any notice required or permitted under the Plan shall be sufficient if in
writing and hand delivered or sent by registered or certified mail. Such
notice shall be deemed as given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification. Mailed notice to the Committee shall be
directed to the Chief Human Resources Officer at the Company’s address. Mailed
notice to a Participant or Beneficiary shall be directed to the individual’s
last known address in the Company’s records.



10.11    Successors




           The provisions of this Plan shall bind and inure to the benefit of the
Company and its successors and assigns. The term successors as used herein
shall include any corporate or other business entity which shall, whether by
merger, consolidation, purchase or otherwise acquire all or substantially all
of the business and assets of the Company, and successors of any such
corporation or other business entity.



10.12    Change of Law




           Notwithstanding anything to the contrary herein, if the Committee
determines in good faith, based on consultation with counsel, that the federal
income tax treatment or legal status of the Plan has or may be adversely
affected by a change in the Internal Revenue Code, Title I of the Employee
Retirement Income Security Act of 1974, or other applicable law or by an
administrative or judicial construction thereof, the Committee may direct that
the Accounts of affected Participants or of all Participants be distributed as
soon as practicable after such determination is made, to the extent deemed
necessary or advisable by the Committee to cure or mitigate the consequences,
or possible consequences of, such change in law or interpretation thereof.






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