Exhibit 10.1**America West 2002 Incentive Equity Plan****(As amended through May 23, 2002)**
 

 
**America West 2002 Incentive Equity Plan**     **1. *****Purpose.***The purpose of the America West 2002 Incentive Equity Plan (the “Plan”) isto promote the interests of the Company by encouraging Employees, Directors and Consultants toacquire or increase their equity interests in the Company, to provide a means whereby Employees maydevelop a sense of proprietorship and personal involvement in the development and financial successof the Company, and to encourage them to remain with and devote their best efforts to the businessof the Company, thereby advancing the interests of the Company and its stockholders. The Plan alsois intended to enhance the ability of the Company and its Subsidiaries to attract and retain theservices of individuals who are essential for the growth and profitability of the Company. ThePlan shall be effective as of March 27, 2002 (the “Effective Date”).     **2. *****Definitions.***As used in this Plan:          **(a)**“*Award*” means an Option Right or Restricted Stock (each as defined in itsrespective paragraph).          **(b)**“*Board*” means the Board of Directors of the Company.          **(c)**“*Code*” means the Internal Revenue Code of 1986, as amended.          **(d)**“*Committee*” means a committee of two or more members of the Board appointed by theBoard pursuant to Paragraph 14.          **(e)**“*Common Stock*” means the Class B Common Stock, $0.01 par value, of the Company.          **(f)**“*Company*” means America West Holdings Corporation.          **(g)**“*Consultant*” means any person, including an advisor, engaged by the Company or aSubsidiary to render consulting or advisory services and who is compensated for such services.However, the term “Consultant” shall not include Directors who are compensated by the Companysolely for their services as Directors, and the payment of a Director’s fee by the Company forservices as a Director shall not cause a Director to be considered a “Consultant” for purposes ofthe Plan.          **(h)**“*Continuous Service*” means that the Participant’s service with the Company or anySubsidiary, whether as an Employee, Director or Consultant, is not interrupted or terminated. Achange in the capacity in which the Participant renders service to the Company or any Subsidiary asan Employee, Director or Consultant or a change in the entity for which the Participant renderssuch service, provided that there is no interruption or termination of the Participant’s servicewith the Company or any Subsidiary, shall not terminate a Participant’s Continuous Service. Forexample, a change in status from an Employee of the Company to a Consultant of a Subsidiary or aDirector shall not constitute an interruption of Continuous Service. The Board or the chiefexecutive officer of the Company, in that party’s sole discretion, may determine whether ContinuousService shall be considered interrupted in the case of any leave of absence approved by that party,including sick leave, military leave or any other
1.

 
personal leave. Notwithstanding the foregoing, a leave of absence shall be treated asContinuous Service for purposes of vesting in an Award only to such extent as may be provided inthe Company’s leave of absence policy or in the written terms of the Participant’s leave ofabsence.          **(i)**“*Date of Grant*” means with respect to an Award, the date specified by theCommittee on which such Award will become effective (which date will not be earlier than the dateon which the Committee takes action with respect thereto).          **(j)**“*Deferral Account*” means the account established and maintained by the Company fordeferral of Stock Option Gain by a Deferral Participant. Deferral Accounts will be maintainedsolely as bookkeeping entries to evidence unfunded obligations of the Company.          **(k)**“*Deferral Participant*” means any Participant who is a member of a select group ofmanagement or highly compensated Employees, who is designated by the Committee as a DeferralParticipant and who makes a Stock Option Gain deferral election pursuant to Paragraph 9.          **(l)**“*Director*” means a member of the Board of Directors of the Company          **(m)**“*Disability*” means the permanent and total disability of a person within themeaning of Section 22(e)(3) of the Code.          **(n)**“*Effective Date*” means March 27, 2002.          **(o)**“*Employee*” means any person employed by the Company or any Subsidiary. Service asa Director shall not constitute employment with the Company or a Subsidiary.          **(p)**“*Incentive Stock Option*” means an Option Right intended to qualify as an incentivestock option within the meaning of Section 422 of the Code and the regulations promulgatedthereunder.          **(q)**“*Management Objectives*” means the objectives, if any, established by the Committeethat are to be achieved with respect to an Award granted under this Plan, which may be described interms of Company-wide objectives, in terms of objectives that are related to performance of thedivision, Subsidiary, department or function within the Company or a Subsidiary in which theParticipant receiving the Award is employed or in individual or other terms, and which will relateto the period of time determined by the Committee. The Management Objectives, intended to qualifyunder Section 162(m) of the Code, shall be with respect to one or more of the following measureswhich may, at the discretion of the Committee, be measured absolutely or by comparison to similarmeasures reported by other major U.S. airlines: (i) earnings before interest, taxes, depreciation,rent and amortization expenses (“*EBITDAR*”); (ii) earnings before interest and taxes(“*EBIT*”); (iii) EBITDAR, EBIT or earnings before taxes and unusual or nonrecurring itemsas measured either against the annual budget or as a ratio to revenue or return on total capital;(iv) total stockholder return; (v) return on capital; (vi) stock price performance; (vii)revenue per available seat mile; (viii) costs per available seat mile; and (ix) customersatisfaction using the Air Travel Consumer Report issued by the United States Department ofTransportation. Which objectives to use with respect to an
2.

 
Award, the weighting of the objectives if more than one is used, and whether the objective isto be measured against a Company-established budget or target, an index or a peer group ofairlines, shall be determined by the Committee in its discretion at the time of grant of the Award.A Management Objective need not be based on an increase or a positive result and may include, forexample, maintaining the status quo or limiting economic losses. The Committee, in its solediscretion and without the consent of the Participant, may amend an Award to reflect (1) a changein corporate capitalization, such as a stock split or dividend, (2) a corporate transaction, suchas a corporate merger, a corporate consolidation, any corporate separation (including a spinoff orother distribution of stock or property by a corporation), any corporate reorganization (whether ornot such reorganization comes within the definition of such term in Section 368 of the Code) or (3)any partial or complete corporate liquidation. With respect to an Award that is subject toManagement Objectives, the Committee must first certify that the Management Objectives have beenachieved before the Award may be paid.          **(r)**“*Market Value per Share*” means, as of any date, the closing sales price per shareof Common Stock (or the closing bid, if no sales were reported) as quoted on the exchange or marketwith the greatest volume of trading in the Common Stock as of such date, as reported in *The WallStreet Journal*or such other source as the Committee deems reliable. If the date of determinationis not a market trading date then the closing sales price on the last market trading day prior tothe day of determination shall be used. In the absence of such markets for the Common Stock, theFair Market Value shall be determined in good faith by the Committee.          **(s)**“*Non-Employee Director*” means a director of the Company who is not also anEmployee.          **(t)**“*Option Price*” means the purchase price per share payable on exercise of an OptionRight.          **(u)**“*Option Right*” means the right to purchase a share of Common Stock upon exerciseof an option granted pursuant to Paragraph 4.          **(v)**“*Participant*” means an Employee, Director or Consultant who is selected by theCommittee to receive an Award under the Plan.          **(w)**“*Restricted Stock*” means shares of Common Stock granted or sold pursuant toParagraph 5.          **(x)**“*Rule 16b-3*” means Rule 16b-3 of the Securities and Exchange Commission (or anysuccessor rule to the same effect) as in effect from time to time.          **(y)**“*Stock Option Gain*” means, pursuant to the exercise of an Option Right notintended to qualify as an Incentive Stock Option, the shares of Common Stock representing thedifference between the aggregate Market Value per Share of shares of Common Stock subject to theOption Right on the date of exercise less the aggregate Option Price, if, and only if, theaggregate Option Price is paid with shares of Common Stock already owned by the DeferralParticipant, as described in Paragraph 4(c)(ii) and in Revenue Ruling 80-244, 1980-2 C.B. 234.
3.

 
          **(z)**“*Subsidiary*” means, at any time, any corporation in which at the time the Companythen owns or controls, directly or indirectly, not less than 50% of the total combined voting powerrepresented by all classes of stock issued by such corporation.     **3. *****Shares Available Under Plan.***Subject to adjustments as provided in Paragraph 8, (i)8,000,000 is the maximum number of shares of Common Stock which may be issued or transferred andcovered by all outstanding Awards under this Plan, of which number no more than 1,500,000 shareswill be issued or transferred as Restricted Stock, (ii) 150,000 is the maximum number of shares ofRestricted Stock which may be issued or transferred to any one Participant in any calendar year and(iii) 500,000 is the maximum number of shares of Common Stock which may be issued pursuant to orcovered by Option Rights granted under this Plan to any one Participant during any calendar year;provided, however, that, in addition to the annual limit above, upon a Participant’s initialemployment with the Company or any Subsidiary or a Participant’s promotion, 1,500,000 shares is themaximum number of shares of Common stock that may be issued pursuant to or covered by Option Rightsgranted under this Plan with respect to such Participant on account of such event. Such shares maybe shares of original issue or reacquired shares, bought on the market or otherwise. Upon theexercise of an Option Right pursuant to which Stock Option Gain is deferred under Paragraph 9, thenumber of shares representing Stock Option Gain will be deemed to have been issued under this Planfor purposes of this Paragraph 3; and transfer of shares in respect of the settlement of a DeferralAccount pursuant to Paragraph 9 shall not be deemed to be the transfer of additional shares underthis Paragraph 3. Subject to the provisions of the preceding sentence, any shares of Common Stockwhich are subject to Option Rights or awarded or sold as Restricted Stock that are terminated,unexercised, forfeited or surrendered or which expire for any reason will again be available forissuance under this Plan, unless, with respect to Restricted Stock, the Participant has receivedbenefits of ownership with respect to such shares, such as dividends, but not including votingrights. Notwithstanding the foregoing, the aggregate maximum number of shares of Common Stock thatmay be issued as Incentive Stock Options shall be 8,000,000.     **4. *****Option Rights.***The Committee may from time to time authorize grants to any Participant ofoptions to purchase shares of Common Stock upon such terms and conditions as it may determine inaccordance with the following provisions:          **(a)**Each grant will specify the number of shares of Common Stock to which it pertains.          **(b)**Each grant will specify its Option Price, which may not be less than 100% of the MarketValue per Share on the Date of Grant.          **(c)**Each grant will specify that the Option Price will be payable (i) in cash by checkacceptable to the Company, (ii) by either the transfer, or attestation of ownership by theParticipant, to the Company of shares of Common Stock already owned by the optionee having anaggregate Market Value per Share at the date of exercise equal to the aggregate Option Price andwhich have been held by the Participant for more than six (6) months if such shares were acquiredby the Participant either directly or indirectly from the Company (or such longer or shorter periodof time required to avoid a charge to earnings for financial accounting purposes),
4.

 
(iii) from the proceeds of a sale through a broker of some or all of the shares to which suchexercise relates, or (iv) by a combination of such methods of payment.          **(d)**Each grant will specify the required period or periods of Continuous Service by theParticipant with the Company and/or any Subsidiary and/or the Management Objectives (if any) to beachieved before the Option Rights or installments thereof will vest and become exercisable, and anygrant may provide for the earlier vesting of the Option Rights in the event of a change in controlor other corporate transaction or event or upon termination of the Participant’s Continuous Servicedue to death, Disability, or otherwise.          **(e)**Each grant the vesting of which, or the timing of the vesting of which, is dependent, inwhole or in part, on the achievement of Management Objectives may specify a minimum level ofachievement in respect of the specified Management Objectives below which no Options Rights willvest and may set forth a formula or other method for determining the number of Option Rights thatwill vest if performance is at or above such minimum but short of full achievement of theManagement Objectives.          **(f)**Option Rights granted under this Plan may be (i) options which are intended to qualify asIncentive Stock Options, (ii) options which are not intended to so qualify (“Nonstatutory StockOptions”) or (iii) combinations of the foregoing.          **(g)**Each grant shall specify the period during which the Option Right may be exercised, but noOption Right will be exercisable more than ten years from its Date of Grant. Each grant shallspecify a maximum time period after termination of Continuous Service for the vested portion of thegrant to remain exercisable. Such post-service exercise period need not be the same for all grantsnor for all reasons for the cessation of the Participant’s Continuous Service. If apost-termination exercise period is not stated in the Option Right grant agreement, the OptionRight, to the extent vested, will remain exercisable for three (3) months after the termination ofthe Participant’s Continuous Service with the Company, and the unvested portion of the OptionRight, if any, will terminate upon termination of the Participant’s Continuous Service.          **(h)**Each grant of Option Rights will be evidenced by an agreement executed on behalf of theCompany by any officer, delivered to the Participant and containing such terms and provisions,consistent with this Plan, as the Committee may approve.     **5. *****Restricted Stock.***The Committee may also from time to time authorize grants or sales toany Participant of Restricted Stock upon such terms and conditions as it may determine inaccordance with the following provisions:          **(a)**Each grant or sale will constitute an immediate transfer of the ownership of shares ofCommon Stock to the Participant in consideration of the performance of services, entitling suchParticipant to voting and other ownership rights, but subject to the restrictions hereinafterreferred to. Each grant or sale may limit the Participant’s dividend rights during the period inwhich the shares of Restricted Stock are subject to any such restrictions.
5.

 
          **(b)**Each grant or sale will specify the Management Objectives, if any, that are to be achieved inorder for the ownership restrictions to lapse. Each grant or sale that is subject to theachievement of Management Objectives will specify a minimum acceptable level of achievement inrespect of the specified Management Objectives below which the shares of Restricted Stock will beforfeited and may set forth a formula or other method for determining the number of shares ofRestricted Stock with respect to which restrictions will lapse if performance is at or above suchminimum but short of full achievement of the Management Objectives.          **(c)**Each such grant or sale may be made without additional consideration or in considerationof a payment by such Participant that is less than the Market Value per Share at the Date of Grant.          **(d)**Each such grant or sale may provide that the shares of Restricted Stock covered by suchgrant or sale will be subject, for a period to be determined by the Committee at the Date of Grant,to a share repurchase (if the Restricted Stock was purchased) or forfeiture (if the RestrictedStock was granted without any purchase price) in favor of the Company in the event theParticipant’s Continuous Service terminates. Such share repurchase or forfeiture shall lapse inaccordance with a vesting schedule determined by the Committee. In addition, any grant or sale mayprovide for earlier vesting in the event of a change in control or other corporate transaction orevent or upon termination of the Participant’s Continuous Service due to death, Disability, orotherwise. The Board may grant or sell shares of Restricted Stock without any restrictions such asthe repurchase or forfeiture rights provided for above as a bonus for the past services of theParticipant.          **(e)**Each such grant or sale will provide that during the vesting period, if any, thetransferability of the unvested shares (the shares of the Restricted Stock which are subject toforfeiture or a right of repurchase by the Company) will be prohibited or restricted in a mannerand to the extent prescribed by the Committee on the Date of Grant.          **(f)**Each grant or sale of Restricted Stock will be evidenced by an agreement executed onbehalf of the Company by any officer and delivered to and accepted by the Participant andcontaining such terms and provisions, consistent with this Plan, as the Committee may approve.          **(g)**Unless otherwise approved by the Committee, certificates representing shares of CommonStock transferred pursuant to a grant of Restricted Stock will be held in escrow pursuant to anagreement satisfactory to the Committee until such time as the restrictions on transfer, if any,have expired or the shares have been forfeited.     **6. *****Director Awards.***Awards of Option Rights and Restricted Stock to Non-Employee Directorsmay be made under the Plan pursuant to Paragraphs 4 and 5. In addition, automatic formula grantsof Option Rights will be made in accordance with the provisions of this Section.
6.

 
          **(a)**Each Nonemployee Director who is elected or appointed to the Board for the first timeafter the effective date of this Plan shall automatically receive, on the date of his or herelection or appointment, a Director Option for 10,000 shares of Common Stock.          **(b)**On May 27, 2002 and on the date following each subsequent annual meeting of thestockholders of the Company in each year that this Plan is in effect (commencing with the 2003annual meeting of stockholders), each Nonemployee Director who is in office on that day, other thana Nonemployee Director who is elected or appointed for the first time at such annual meeting andaccordingly receives a Director Option on such day under Paragraph 6(a), shall automaticallyreceive a Director Option of 10,000 shares of Common Stock.          **(c)**Each Director Option will be subject to all of the limitations contained in the followingprovisions:               **(i) **Each Director Option shall become exercisable (vested) on the first day that is more thansix months following its Date of Grant.               **(ii) **The Option Price of each Director Option shall be the Market Value per Share on its Dateof Grant.               **(iii) **Each Director Option that is vested may be exercised in full at one time or in part fromtime to time by giving written notice to the Company, stating the number of shares of Common Stockwith respect to which the Director Option is being exercised, accompanied by payment in full of theOption Price for such shares, which payment may be (A) in cash by check acceptable to the Company,(B) by either the transfer, or attestation of ownership by the Participant, to the Company ofshares of Common Stock already owned by the optionee having an aggregate Market Value per Share atthe date of exercise equal to the aggregate Option Price and which have been held by theParticipant for more than six (6) months if such shares were acquired by the Participant eitherdirectly or indirectly from the Company (or such longer or shorter period of time required to avoida charge to earnings for financial accounting purposes), (C) from the proceeds of a sale through abroker of some or all of the shares to which such exercise relates or (D) by a combination of suchmethods of payment.               **(iv) **Each Director Option shall expire ten years from its Date of Grant, but shall be subjectto early termination as follows: to the extent unvested, each Director Option held by aNonemployee Director shall terminate upon the date such Nonemployee Director ceases to be adirector of the Company; to the extent vested and exercisable as of the date a Nonemployee Directorceases to be a director of the Company, each Director Option held by such Nonemployee Director mustbe exercised within three months of such date; provided that if such termination from the Boardresults from the Nonemployee Director’s death, disability or retirement from the Board, then theDirector Options held by such Nonemployee Director must be exercised within three years from thedate of such termination; provided further that if within such three month period the NonemployeeDirector is appointed to serve on the Advisory Committee established by the Board of Directors ofMay 20, 1998, then the Director Options must be exercised within three months following the date onwhich he or she ceases to serve on such Advisory Committee; but provided further, however, that inno event shall the normal ten year expiration date of such Director Options be extended.
7.

 
               **(v) **In the event that the number of shares of Common Stock available for grants under thisPlan is insufficient at any time to make all automatic grants of Director Options provided for inParagraphs 6(a) and 6(b) at such time, then all Nonemployee Directors who are entitled to anautomatic grant of Director Options at such time shall share ratably in the number of shares thenavailable for grant under this Plan and shall have no right to receive a grant with respect to thedeficiencies in the number of available shares.     **7.*****Transferability.***          **(a)**Except as provided in subparagraph (b) below, no Award that has not become payable, vestedor earned will be transferable by a Participant other than by will or the laws of descent anddistribution, and Option Rights will be exercisable during the Participant’s lifetime only by theParticipant or by the Participant’s guardian or legal representative.          **(b)**The Committee may, in its discretion, adopt rules or guidelines under which any Awardpreviously granted or to be granted to a Participant (other than an Incentive Stock Option) may betransferred (in whole or in part) by the Participant to (i) a permitted transferee under aRegistration Statement on Form S-8 or (ii) a Code Section 501(c)(3) organization. Followingtransfer, any such Awards shall continue to be subject to the same terms and conditions as wereapplicable to the Award immediately prior to transfer; *provided*, *however*, that no transferred Awardshall be exercisable or payable, as the case may be, unless arrangements satisfactory to theCompany have been made to satisfy any tax withholding obligations the Company may have with respectto the Award.     **8. *****Adjustments.***The Board shall make or provide for such adjustments (i) in the limitationsspecified in Paragraph 3 including the maximum number of shares reserved for issuance under thePlan, the maximum number of shares which may be issued or transferred as Restricted Stock, themaximum number of shares which may be issued or transferred as Restricted Stock to any Participant,the maximum number of shares which may be granted as Option Rights to any Participant, and theaggregate number of shares of Common Stock which may be granted as Incentive Stock Options, (ii) inthe numbers of shares of Common Stock covered by outstanding Option Rights granted hereunder, (iii)in the Option Price applicable to any such Option Rights, (iv) in the value of Deferral Accountsand the deemed investment thereof, and/or (v) in the kind of shares covered thereby (includingshares of another issuer), as is equitably required to prevent dilution or enlargement of therights of Participants that otherwise would result from any stock dividend, stock split,combination of shares, recapitalization or other change in the capital structure of the Company,merger, consolidation, reorganization, partial or complete liquidation, issuance of writs orwarrants to purchase securities or any other corporation transaction or event having an effectsimilar to any of the foregoing.
8.

 
     **9. *****Stock Option Gain Deferral.***          **(a)***Participation*. Only Deferral Participants are eligible to make an electionpursuant to this Paragraph 9.          **(b)***Deferrals*. A Deferral Participant may elect to defer Stock Option Gain pursuantto one or more Option Rights. All of the gain inherent in an Option Right must be deferred,although the Option Right may be exercised in parts.               **(i) ***Elections*. Once an election form, properly completed, is received by the Committee, theelection of the Deferral Participant shall be irrevocable; *provided*, *however*, that the Committeemay, in its discretion, permit a Deferral Participant to elect a further deferral of amountscredited to his or her Deferral Account by filing a later election form; *provided further*, *however*,that, unless otherwise approved by the Committee, any election to defer further amounts credited toa Deferral Account must be made at least one (1) year prior to the date such amounts wouldotherwise be payable in the absence of such later election and shall be void in the event of aDeferral Participant’s earlier termination of employment.               **(ii) ***Date of Election*. An election to defer Stock Option Gain shall be made at least six (6)months prior to the exercise of an Option Right. Accordingly, once a Deferral Participant has madesuch an election, the Deferral Participant may not exercise the Option Right covered by theelection for at least six (6) months thereafter.          **(c)***Deferral Accounts*.               **(i) ***Establishment; Crediting of Amounts Deferred*. A Deferral Account shall be established foreach Deferral Participant, as directed by the Committee. The amount of Stock Option Gain deferredwith respect each Deferral Account will be credited to such Deferral Account as of the date onwhich such amount would have been paid to the Deferral Participant but for the DeferralParticipant’s election to defer receipt hereunder. Amounts credited to a Deferral Account shall bedeemed invested in Common Stock, and the Deferral Account accordingly shall fluctuate in value inaccordance with the Market Value per Share of Common Stock.               **(ii) ***Adjustments*. Amounts credited to a Deferral Account shall be adjusted pursuant to theterms of Paragraph 8.          **(d)***Settlement of Deferral Accounts*.               **(i) ***Form of Payment*. The Company shall settle a Deferral Participant’s Deferral Account, anddischarge all of its obligations to pay deferred compensation under this Paragraph 9 with respectto such Deferral Account, by transferring to the Deferral Participant (or the DeferralParticipant’s beneficiary or estate in the case of death) shares of Common Stock equal in number(both whole and fractional) to the deemed Common Stock investment of the Deferral Account.
9.

 
               **(ii) ***Timing of Transfers*. Transfers in settlement of a Deferral Account shall be made as soon aspracticable after the date specified by the Deferral Participant in his or her election relating tosuch Deferral Account, or earlier in the event of termination of employment, in the followingcircumstances:                    **(1) **A single lump sum transfer or installment transfers in settlement of any Deferral Accountshall be made or commence, as the case may be, as promptly as practicable following the DeferralParticipant’s attainment of age 55, 60, or 65, in accordance with the Deferral Participant’selection made pursuant to Paragraph 9(b); *provided*, *however*, that a single lump sum transfer shallbe made in the event of the Deferral Participant’s termination of active employment, regardless ofcause, prior to the transfer date specified in such election. Installment transfers shall be madein substantially equal amounts (*i.e.*, substantially equal in terms of the number of shares ofCommon Stock transferred) over five (5), ten (10) or fifteen (15) years pursuant to the DeferralParticipant’s election made pursuant to Paragraph 9(b).                    **(2) **In the event of a change in control (as defined in the election form by which the StockOption Gain is deferred), a single transfer in settlement of a Deferral Participant’s entireDeferral Account shall be made within fifteen (15) business days following the effective date suchchange in control.                    **(3) **In the event of a Deferral Participant’s death prior to receiving all transfers to whichhe or she is entitled, the beneficiary of the Deferral Participant, as last designated in writingon a form provided by the Committee, or the Deferral Participant’s estate (in the absence of such adesignation) shall receive the remaining transfers in accordance with the single lump sum orinstallment method of transfer specified in the Deferral Participant’s election made pursuant toParagraph 9(b); *provided*, *however*, that such transfer shall be made or commence, as the case maybe, within sixty (60) business days following the date of the Deferral Participant’s death and thata single lump sum transfer shall be made in all cases in which transfers to the DeferralParticipant have not commenced prior to death.               **(iii) ***Financial Hardship Transfers*. Other provisions of the Plan notwithstanding, if, uponthe written application of a Participant, the Committee determines that the Deferral Participanthas a financial hardship of such a substantial nature and beyond the individual’s control thatsettlement of amounts previously deferred under the Plan is warranted, the Committee may direct thesettlement of all or a portion of the balance of a Deferral Account and the time and manner of suchtransfer. Financial hardship shall mean a severe financial hardship to the Deferral Participantresulting from a sudden and unexpected illness or accident of the Deferral Participant or his orher dependent, loss of the Deferral Participant’s property due to casualty, or other similarextraordinary and unforeseeable circumstances arising as a result of events beyond the control ofthe Deferral Participant.          **(e)***Statements*. The Committee will furnish statements to each Deferral Participantreflecting the amount credited to a Deferral Participant’s Account and transactions therein notless frequently than once each calendar year.
10.

 
          **(f)***Claims Procedure*.               **(i) ***Application for Benefits and Inquiries*. Any application or request for the settlement ofa Deferral Account, inquiries about this Paragraph 9 or inquiries about present or future rightsunder this Paragraph 9 (a “*Claim*”) must be submitted to the Plan Administrator in writing by anapplicant (or his or her authorized representative). The Plan Administrator is the Committee andmay be reached at the following:Compensation/Human Resources Committee