ex10-11.htm

Exhibit 10.11

    2007
      RESTATEMENT

     

    OF

     

    SYS
      TECHNOLOGIES 401(k) PLAN

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	
              1.

            	
              DEFINITIONS 

            	
               

            


    

     

    
      	
               

            	
              1.1

            	
              Account 

            	
               

            


    

    
      	
               

            	
              1.2

            	
              Acquired
                Company 

            	
               

            


    

    
      	
               

            	
              1.3

            	
              Beneficiary 

            	
               

            


    

    
      	
               

            	
              1.4

            	
              Board
                of Directors 

            	
               

            


    

    
      	
               

            	
              1.5

            	
              Code 

            	
               

            


    

    
      	
               

            	
              1.6

            	
              Company 

            	
               

            


    

    
      	
               

            	
              1.7

            	
              Committee 

            	
               

            


    

    
      	
               

            	
              1.8

            	
              Compensation 

            	
               

            


    

    
      	
               

            	
              1.9

            	
              Controlled
                Group 

            	
               

            


    

    
      	
               

            	
              1.10

            	
              Disability 

            	
               

            


    

    
      	
               

            	
              1.11

            	
              Effective
                Date 

            	
               

            


    

    
      	
               

            	
              1.12

            	
              Eligible
                Employee 

            	
               

            


    

    
      	
               

            	
              1.13

            	
              Employee 

            	
               

            


    

    
      	
               

            	
              1.14

            	
              Employer 

            	
               

            


    

    
      	
               

            	
              1.15

            	
              Employer
                Contributions Account (Part 1) 

            	
               

            


    

    
      	
               

            	
              1.16

            	
              Employer
                Contributions Account (Part 2) 

            	
               

            


    

    
      	
               

            	
              1.17

            	
              Employer
                Stock 

            	
               

            


    

    
      	
               

            	
              1.18

            	
              Employer
                Stock Account 

            	
               

            


    

    
      	
               

            	
              1.19

            	
              Employment
                Commencement Date 

            	
               

            


    

    
      	
               

            	
              1.20

            	
              Entry
                Date 

            	
               

            


    

    
      	
               

            	
              1.21

            	
              ERISA 

            	
               

            


    

    
      	
               

            	
              1.22

            	
              Highly
                Compensated Employee 

            	
               

            


    

    
      	
               

            	
              1.23

            	
              Hour
                of Service 

            	
               

            


    

    
      	
               

            	
              1.24

            	
              Leased
                Employee 

            	
               

            


    

    
      	
               

            	
              1.25

            	
              Matching
                Contributions 

            	
               

            


    

    
      	
               

            	
              1.26

            	
              Matching
                Contributions Account 

            	
               

            


    

    
      	
               

            	
              1.27

            	
              Normal
                Retirement 

            	
               

            


    

    
      	
               

            	
              1.28

            	
              One-Year
                Break in Service 

            	
               

            


    

    
      	
               

            	
              1.29

            	
              Participant 

            	
               

            


    

    
      	
               

            	
              1.30

            	
              Plan 

            	
               

            


    

    
      	
               

            	
              1.31

            	
              Plan
                Year 

            	
               

            


    

    
      	
               

            	
              1.32

            	
              Pretax
                Contributions 

            	
               

            


    

    
      	
               

            	
              1.33

            	
              Pretax
                Contributions Account 

            	
               

            


    

    
      	
               

            	
              1.34

            	
              Reemployment
                Commencement Date 

            	
               

            


    

    
      	
               

            	
              1.35

            	
              Retirement 

            	
               

            


    

    
      	
               

            	
              1.36

            	
              Rollover
                Account 

            	
               

            


    

    
      	
               

            	
              1.37

            	
              Termination
                of Service 

            	
               

            


    

    
      	
               

            	
              1.38

            	
              Trust 

            	
               

            


    

    
      	
               

            	
              1.39

            	
              Trustee 

            	
               

            


    

    
      	
               

            	
              1.40

            	
              Valuation
                Date 

            	
               

            


    

    
      	
               

            	
              1.41

            	
              Vesting
                Computation Period 

            	
               

            


    

    
      	
               

            	
              1.42

            	
              Year
                of Service 

            	
               

            


    

     

    
      	
              2.

            	
              ELIGIBILITY
                PARTICIPATION 

            	
               

            


    

     

    
      	
               

            	
              2.1

            	
              Service
                Requirement 

            	
               

            


    

    
      	
               

            	
              2.2

            	
              Participation. 

            	
               

            


    

    
      	
               

            	
              2.3

            	
              Qualified
                Military Service 

            	
               

            


    

    
      	
               

            	
              2.4

            	
              Employment
                After Normal Retirement Date 

            	
               

            


    

     

    
      	
              3.

            	
              CONTRIBUTIONS 

            	
               

            


    

     

    
      	
               

            	
              3.1

            	
              Participants’
                Pretax Contributions. 

            	
               

            


    

    
      	
               

            	
              3.2

            	
              Matching
                Contributions 

            	
               

            


    

    
      	
               

            	
              3.3

            	
              Employer
                Contributions. 

            	
               

            


    

    
      	
               

            	
              3.4

            	
              Timing
                of Contributions 

            	
               

            


    

    
      	
               

            	
              3.5

            	
              Reserved 

            	
               

            


    

    
      	
               

            	
              3.6

            	
              Limitation
                on Amount of Contributions 

            	
               

            


    

    
      	
               

            	
              3.7

            	
              Transferred
                Contributions; Rollover Contributions 

            	
               

            


    

     

    
      	
              4.

            	
              ALLOCATIONS
                TO PARTICIPANTS’ ACCOUNTS 

            	
               

            


    

     

    
      	
               

            	
              4.1

            	
              Establishment
                of Accounts 

            	
               

            


    

    
      	
               

            	
              4.2

            	
              Allocation
                of Contributions. 

            	
               

            


    

    
      	
               

            	
              4.3

            	
              Accounting
                for Trust Fund Income or Losses 

            	
               

            


    

    
      	
               

            	
              4.4

            	
              Valuation
                of Trust Fund; No Guarantee Against Loss 

            	
               

            


    

    
      	
               

            	
              4.5

            	
              Participant
                Choice of Investment Funds; Transfer of
                Funds

            


    

     

    
      	
              5.

            	
              WITHDRAWALS
                AND LOANS 

            	
               

            


    

     

    
      	
               

            	
              5.1

            	
              Withdrawals
                From Rollover Accounts 

            	
               

            


    

    
      	
               

            	
              5.2

            	
              Financial
                Hardship/Post-Age 59-1/2 Withdrawals 

            	
               

            


    

    
      	
               

            	
              5.3

            	
              Amount
                and Payment of Withdrawals 

            	
               

            


    

    
      	
               

            	
              5.4

            	
              Loans
                to Participants 

            	
               

            


    

     

    
      	
              6.

            	
              VESTING 

            	
               

            


    

     

    
      	
               

            	
              6.1

            	
              Vesting
                Schedule 

            	
               

            


    

    
      	
               

            	
              6.2

            	
              Forfeitures 

            	
               

            


    

    
      	
               

            	
              6.3

            	
              Vesting
                Computation Period 

            	
               

            


    

    
      	
               

            	
              6.4

            	
              Amendment
                to Vesting Schedule 

            	
               

            


    

     

    
      	
              7.

            	
              DISTRIBUTION
                OF BENEFITS 

            	
               

            


    

     

    
      	
               

            	
              7.1

            	
              Methods
                of Distribution 

            	
               

            


    

    
      	
               

            	
              7.2

            	
              Time
                of Distribution 

            	
               

            


    

    
      	
               

            	
              7.3

            	
              General
                Rules for Minimum Required Distributions 

            	
               

            


    

    
      	
               

            	
              7.4

            	
              Reserved 

            	
               

            


    

    
      	
               

            	
              7.5

            	
              Retroactive
                Distributions 

            	
               

            


    

    
      	
               

            	
              7.6

            	
              No
                Payment of Benefits While Employed 

            	
               

            


    

    
      	
               

            	
              7.7

            	
              Valuation
                of Interest 

            	
               

            


    

    
      	
               

            	
              7.8

            	
              Reserved 

            	
               

            


    

    
      	
               

            	
              7.9

            	
              Responsibility
                of Employer Regarding Benefits 

            	
               

            


    

    
      	
               

            	
              7.10

            	
              Deferral
                of Payment of Benefits During Period of Consideration of Domestic
                Relations Order; Distribution to Alternate Payee Before Event Permitting
                Distribution to Participant 

            	
               

            


    

    
      	
               

            	
              7.11

            	
              Direct
                Rollovers 

            	
               

            


    

     

    
      	
              8.

            	
              BENEFICIARIES 

            	
               

            


    

     

    
      	
               

            	
              8.1

            	
              Designation 

            	
               

            


    

    
      	
               

            	
              8.2

            	
              Absence
                of Valid Designation of Beneficiaries 

            	
               

            


    

     

    
      	
              9.

            	
              TRUST
                AND THE TRUSTEE 

            	
               

            


    

     

    
      	
               

            	
              9.1

            	
              Board
                to Select Trustee 

            	
               

            


    

     

    
      	
              10.

            	
              ADMINISTRATION
                OF PLAN 

            	
               

            


    

     

    
      	
               

            	
              10.1

            	
              Named
                Fiduciary for Plan Administration 

            	
               

            


    

    
      	
               

            	
              10.2

            	
              Composition
                of Committee 

            	
               

            


    

    
      	
               

            	
              10.3

            	
              Powers
                of Committee 

            	
               

            


    

    
      	
               

            	
              10.4

            	
              Named
                Fiduciary for Control of Plan Assets 

            	
               

            


    

    
      	
               

            	
              10.5

            	
              Powers
                of Trustee 

            	
               

            


    

    
      	
               

            	
              10.6

            	
              Funding
                Policy 

            	
               

            


    

    
      	
               

            	
              10.7

            	
              Reserved 

            	
               

            


    

    
      	
               

            	
              10.8

            	
              Allocation
                and Delegation of Fiduciary
                Responsibilities

            


    

    
      	
               

            	
              10.9

            	
              Employment
                of Advisors 

            	
               

            


    

    
      	
               

            	
              10.10Standard
                of Care

            


    

    
      	
               

            	
              10.11Service
                in More Than One Fiduciary Capacity

            


    

    
      	
               

            	
              10.12Compensation
                and Payment of Expenses

            


    

    
      	
               

            	
              10.13Indemnification

            


    

    
      	
               

            	
              10.14Reserved

            


    

    
      	
               

            	
              10.15Voting
                of Shares of Employer Stock

            


    

    
      	
               

            	
              10.16Divestment
                Requirements

            


    

     

    
      	
              11.

            	
              AMENDMENT
                AND TERMINATION 

            	
               

            


    

     

    
      	
               

            	
              11.1

            	
              Amendment 

            	
               

            


    

    
      	
               

            	
              11.2

            	
              Termination,
                Partial Termination or Complete Discontinuance of
                Contributions 

            	
               

            


    

    
      	
               

            	
              11.3

            	
              No
                Reversion 

            	
               

            


    

     

    
      	
              12.

            	
              TOP-HEAVY
                PLAN RULES 

            	
               

            


    

     

    
      	
               

            	
              12.1

            	
              Definitions 

            	
               

            


    

    
      	
               

            	
              12.2

            	
              Minimum
                Allocations 

            	
               

            


    

    
      	
               

            	
              12.3

            	
              Maximum
                Compensation 

            	
               

            


    

    
      	
               

            	
              12.4

            	
              Minimum
                Vesting Schedule 

            	
               

            


    

    
      	
               

            	
              12.5

            	
              Change
                in Computation of Allocation and Benefit Limitations 

            	
               

            


    

    
      	
               

            	
              12.6

            	
              Modification
                of Top-Heavy Rules 

            	
               

            


    

     

    
      	
              13.

            	
              MISCELLANEOUS 

            	
               

            


    

     

    
      	
               

            	
              13.1

            	
              Limitation
                of Rights; Employment Relationship 

            	
               

            


    

    
      	
               

            	
              13.2

            	
              Transfer
                of Assets of Plan; Transfer of Assets of
                Employer

            


    

    
      	
               

            	
              13.3

            	
              Nonalienation
                Provisions 

            	
               

            


    

    
      	
               

            	
              13.4

            	
              Claims
                Procedure 

            	
               

            


    

    
      	
               

            	
              13.5

            	
              Consent
                of Spouse 

            	
               

            


    

    
      	
               

            	
              13.6

            	
              Applicable
                Law; Severability 

            	
               

            


    

    
      	
               

            	
              13.7

            	
              Lost
                Participants 

            	
               

            


    

    
      	
               

            	
              13.8

            	
              Gender
                and Number 

            	
               

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    SYS
      TECHNOLOGIES 401(k) PLAN

     

    SYS
      Technologies (“Employer”) previously adopted the SYS Technologies 401(k) Plan,
      formerly known as the SYS 401(k) Employee Stock Ownership Plan (the “Plan”),
      effective July l, 1999, which has been amended and is now restated in its
      entirety.  Purposes of this Plan include: (i) enabling eligible
      Employees of the Employer to share in the growth and prosperity of the Employer,
      (ii) providing Employees with an opportunity to accumulate capital for their
      future economic security, and (iii) providing Employees with an opportunity
      to
      defer compensation and have the amount of the deferrals contributed to the
      Plan
      on their behalf.  Effective July 1, 2007, the Plan will not
      include an Employee Stock Ownership Plan Component.  The Plan is
      intended to satisfy the Sections 401(k) and 401(m) safe harbor requirements
      through the Employer’s safe harbor matching contributions.

     

    1.  DEFINITIONS

     

    1.1  Account.  “Account”
      means the records maintained by the Committee to determine the value of each
      Participant’s interest in the assets of the Plan, and may refer to the
      Participant’s, Employer Stock Account, Employer Contributions (Part 1) Account,
      Employer Contributions (Part 2) Account, Pretax Contributions Account, Matching
      Contributions Account or Rollover Account, singularly or in
      combination.

     

    1.2  Acquired
      Company.  In
      its discretion, the Company may list any “Acquired Company” in Appendix “A” to
      this Plan.  Specific rules and requirements with respect to former
      employees of an Acquired Company and accounts transferred to the Plan from
      any
      retirement plan maintained by the Acquired Company are set forth in Appendix
      “A.”

     

    1.3  Beneficiary.  “Beneficiary”
      means the person or persons entitled under the provisions of this Plan to
      receive benefits after the death of a Participant.

     

    1.4  Board
      of Directors.  “Board
      of Directors” means the board of directors of the Company.

     

    1.5  Code.  “Code”
      means the Internal Revenue Code of 1986, as amended.

     

    1.6  Company.  “Company”
      shall mean SYS Technologies.

     

    1.7  Committee.  “Committee”
      means the Administrative Committee appointed and acting in accordance with
      the
      provisions of Article 10 of this Plan.

     

    1.8  Compensation.  Except
      as otherwise provided in this Section 1.8, “Compensation” means a Participant’s
      annual compensation reported on the Participant’s Form W-2 except for
      (i) any amount paid to an individual before he or she becomes a Participant
      in the Plan or after the individual ceases to be employed by the Employer,
      (ii) any automobile allowances, expense accounts, relocation expenses or
      non-cash taxable fringe benefits and (iii) any amount paid by the Employer
      under a severance pay or benefit plan and any other amount paid following or
      related to the termination of employment of the
      Employee.  Compensation also includes (i) “elective deferrals”
within the meaning of Code Section 402(g) which are made to the Plan,
      (ii) deferrals pursuant to any plan maintained by the Employer under Code
      Section 125, and (iii) notwithstanding any other provision of the Plan to
      the contrary, elective amounts that are not includible in the gross income
      of
      the Participant by reason of Code Section 132(f).  Compensation shall
      not include any amount contributed by the Employer for or on account of the
      Employees under this Plan or under any other employee benefit plan (except
      as
      provided in the previous sentence.)

    For
      purposes of computing the limits under Section 4, Compensation shall mean
      Limitation Compensation as defined in Section 4.2 of the
      Plan.  For purposes of the preceding sentence, (i) Compensation shall
      include an Employee’s elective deferrals under Code Section 402(g) and any
      amounts which are contributed by the Employer pursuant to a salary reduction
      agreement and which are not includible in the gross income of the Participant
      under Code Sections 125 or 402(e)(3) and, (ii) notwithstanding any other
      provision of the Plan to the contrary, Compensation shall also include elective
      amounts that are not includible in the gross income of the Participant by reason
      of Code Section 132(f).  Effective for Plan Years beginning after
      December 31, 2000, the annual Compensation of each Participant taken into
      account under the Plan for any year shall not exceed $150,000, as
      adjusted.  Effective for Plan Years beginning after December 31, 2001,
      the annual Compensation of each Participant taken into account under the Plan
      for any year shall not exceed $200,000, as adjusted.  This limitation
      shall be adjusted by the Secretary at the same time and in the same manner
      as
      under Section 415(d) of the Code.

    If
      the
      Plan determines Compensation on a period of time that contains fewer than
      12 calendar months, then the annual Compensation limit is an amount equal
      to the annual Compensation limit for the calendar year in which the Compensation
      period begins multiplied by the ratio obtained by dividing the number of full
      months in the period by 12.

    1.9  Controlled
      Group

    .  “Controlled
      Group” means (i) all corporations that are members of a controlled group of
      corporations with the Employer, within the meaning of Section 1563(a) of
      the Code, determined without regard to Sections 1563(a)(4) and (e)(3)(C),
      (ii) all trades or businesses (whether or not incorporated) which are
      defined under regulations promulgated pursuant to Section 414(c) of the Code
      as
      being under common control with the Employer, and (iii) all members of an
      affiliated service group with the Employer (as defined in Code Section
      414(m)).

    1.10  Disability

    .  “Disability”
      means disability within the meaning of the federal Social Security Act, as
      amended from time to time.  A Participant shall be under a Disability
      for purposes of the Plan only if he has received a disability determination
      for
      purposes of receiving Social Security benefits.

    1.11  Effective
      Date

    .  “Effective
      Date” of this Plan restatement means July 1, 2007, except as otherwise provided
      in the Plan or as otherwise required by applicable law.

    1.12  Eligible
      Employee

    .  “Eligible
      Employee” means any Employee who is at least twenty-one (21) years of age, other
      than a person whose employment is covered by a collective bargaining agreement
      to which the Employer is a party if retirement benefits were (or are presumed
      to
      have been) the subject of good faith bargaining between the Employer and the
      collective bargaining representative, unless the collective bargaining agreement
      provides for coverage under this Plan.

     

    1.13  Employee.  “Employee”
      means an individual employed by the Employer who meets the following
      requirements: (i) any portion of his or her income is subject to withholding
      of
      income tax and/or Social Security contributions are made for him or her by
      the
      Employer, and (ii) such individual is determined by the Employer to be an
      Employee.  “Employee” does not include a “Leased Employee” as defined
      in Code Section 414(n)(2).  Only individuals who are paid as employees
      from an Employer payroll and are treated by the Employer as Employees will
      be
      considered Employees for purposes of the Plan.  Any individual who is
      treated as an independent contractor by the Employer is not an
      Employee.  Also, an individual who renders services to the Employer
      pursuant to an arrangement between the Employer and a leasing organization,
      temporary employment agency or any other organization is not an
      Employee.  Any individual who is retroactively or in any other way
      held or found to be a “statutory” or “common law employee” of the Employer will
      not be eligible to participate in the Plan for any period he or she was not
      treated contemporaneously as an Employee by the Employer and considered by
      the
      Employer to be an Employee under this Section 1.13.  In addition,
      such an individual will remain ineligible for participation in the Plan unless
      the Plan is amended to specifically render the individual eligible for Plan
      participation.

     

    1.14  Employer.  “Employer”
      means the Company and any corporation or business organization that has adopted
      the Plan and that is a member of a Controlled Group of corporations that
      includes the Company (as determined under Section 414(b) of the
      Code).

     

    1.15  Employer
      Contributions Account (Part 1).  “Employer
      Contributions Account (Part 1)” means the subaccount established for each
      Participant which is attributable to the Employer Contributions (Part 1)
      described in Section 3.3.1, forfeitures and earnings, gains and losses of
      the Trust Fund with respect to such contributions and forfeitures.

     

    1.16  Employer
      Contributions Account (Part 2).  “Employer
      Contributions Account (Part 2)” means the subaccount established for each
      Participant, which is attributable to the Employer Contributions (Part 2)
      described in Section 3.3.2, forfeitures and earnings, gains and losses of
      the Trust Fund with respect to such contributions and forfeitures.

     

    1.17  Employer
      Stock.  “Employer
      Stock” means shares issued by the Employer which are voting common stock (or
      preferred stock convertible into voting common stock) and are described in
      Section 4975(e)(8) of the Code or in Treasury Regulation Section
      54.4975-12.

     

    1.18  Employer
      Stock Account.  “Employer
      Stock Account” means the Account established for each Participant which is
      attributable to contributions by the Employer that have been made in shares
      of
      Employer Stock that are acquired by the Plan.

     

    1.19  Employment
      Commencement Date.  “Employment
      Commencement Date” means the date on which an Employee first performs an Hour of
      Service for an Employer maintaining the Plan.

     

    1.20  Entry
      Date.  “Entry
      Date” means the later of (i) the first day of the calendar month coinciding with
      or following an Employee’s Employment Commencement Date or (ii) the date an
      individual becomes an Eligible Employee.

     

    1.21  ERISA.  “ERISA”
      means the “Employee Retirement Income Security Act of 1974,” as amended from
      time to time.

     

    1.22  Highly
      Compensated Employee.  A
      “Highly Compensated Employee” includes highly compensated active employees and
      highly compensated former employees.

     

    A
      highly
      compensated active Employee includes any Employee who performs service for
      the
      Company during the Determination Year and is described in one or more of the
      following categories: (i) an Employee who is a five percent (5%) owner, as
      defined in Code Section 416(i)(1)(B), at any time during the Determination
      Year or the Look-Back Year; and (ii) an Employee who receives Compensation
      in excess of $80,000 during the Look-Back Year and was a member of the top-paid
      group for such year (the $80,000 limitation will be adjusted annually for
      increases in the cost of living in accordance with Code Section
      415(d)).

     

    A
      former
      Employee is treated as a Highly Compensated Employee based on the rules
      applicable to determining Highly Compensated Employee status as in effect for
      a
      Determination Year, in accordance with applicable regulations.

     

    For
      this
      purpose, the Determination Year shall be the Plan Year for which the
      determination of who is Highly Compensated is being made, except that where
      the
      Plan Year is not a calendar year, the Company may elect, on a consistent basis,
      to consider the calendar year which ends within the Plan Year as the
      determination year.  The Look-Back Year shall be the twelve-month
      period immediately preceding the Determination Year.

     

    The
      determination of who is a Highly Compensated Employee, including the
      determinations of the number and identity of Employees in the top-paid group
      and
      the Compensation that is considered, will be made in accordance with Section
      414(q) of the Code and the regulations thereunder.

     

    1.23  Hour
      of Service.  “Hour
      of Service” means:

     

    1.23.1  Each
      hour
      for which an Employee is directly or indirectly paid, or entitled to payment,
      by
      the Employer or another member of a Controlled Group of which the Employer
      is a
      member for the performance of duties during the applicable computation period
      under the Plan.  These hours shall be credited to the Employee for the
      computation period or periods in which the duties were performed.

     

    1.23.2  Each
      hour
      for which back pay, irrespective of mitigation of damages, has been either
      awarded or agreed to by the Employer or another member of a Controlled Group
      of
      which the Employer is a member.  These hours shall be credited to the
      Employee for the computation period or periods to which the award or agreement
      pertains rather than the computation period in which the award, agreement or
      payment is made.

     

    1.23.3  Each
      hour
      for which an Employee is directly or indirectly paid, or entitled to such
      payment by the Employer or a member of a Controlled Group with the Employer
      for
      reasons (such as vacation, sickness, less than Disability, or paid leaves of
      absence) other than for the performance of duties during the applicable
      computation period.  No more than 501 Hours of Service shall be
      credited for any single continuous period under this Section 1.23.3 (whether
      or
      not such period occurs in a single computation period).

     

    1.23.4  Hours
      of
      Service for each hour for which an individual is required to be considered
      an
      Employee, under Code Section 414(n), of the Employer.

     

    1.23.5  Solely
      for purposes of determining whether a One-Year Break in Service has occurred
      for
      eligibility and vesting purposes, an individual who is absent from work for
      maternity or paternity reasons shall receive credit for the Hours of Service
      which would otherwise have been credited to such individual but for such
      absence, or in any case in which such Hours cannot be determined, 8 Hours of
      Service per day of such absence.  For purposes of this paragraph, an
      absence from work for maternity or paternity reasons means an absence (1) by
      reason of the pregnancy of the individual, (2) by reason of a birth of a child
      of the individual, (3) by reason of the placement of a child with the
      individual in connection with the adoption of such child by such individual,
      or
      (4) for purposes of caring for such child for a period beginning immediately
      following such birth or placement.  The Hours of Service credited
      under this subparagraph shall be credited (1) in the period in which the absence
      begins if the crediting is necessary to prevent a One-Year Break in Service
      in
      that period, or (2) in all other cases, in the following such
      period.

     

    1.23.6  Hours
      of
      Service shall not be credited under more than one of the above subsections
      of
      this Section 1.23 for the same Hour of Service.

     

    1.23.7  Hours
      of
      Service will be determined on the basis of actual hours for which an employee
      is
      paid or entitled to payment and shall be ascertained from the records of hours
      worked or hours for which payment is made or owed.  Hours of Service
      for nonperformance of duties shall be credited in accordance with Department
      of
      Labor Regulations Section 2530.200b2(b).  Hours of Service shall be
      credited to the applicable computation period in accordance with Department
      of
      Labor Regulations Section 2530.200b-2(c).

     

    1.24  Leased
      Employee.  “Leased
      Employee” shall mean any person who renders professional services to the
      Employer and who is described in Code Section 414(n)(2) by reason of providing
      such services, other than a person described in Code Section
      414(n)(5).  Although a Leased Employee is required under certain
      circumstances, to be taken into account for purposes of determining whether
      Code
      anti-discrimination requirements are met, Leased Employees are not Employees,
      as
      set forth in Section 1.13.

     

    1.25  Matching
      Contributions.  “Matching
      Contributions” shall mean Employer contributions which match Pretax
      Contributions made by Participant.

     

    1.26  Matching
      Contributions Account.  “Matching
      Contributions Account” shall mean the Account established for each Participant
      which is attributable to Employer Matching Contributions.

     

    1.27  Normal
      Retirement.  “Normal
      Retirement,” see “Retirement.”

     

    1.28  One-Year
      Break in Service.  “One-Year
      Break in Service” for vesting purposes means a Plan Year during which a
      Participant is credited with less than 501 Hours of Service.  For
      eligibility purposes, a One-Year Break in Service means a twelve month period
      during which an Employee is credited with less than 501 Hours of Service,
      including any period between the Employee’s Employment Commencement Date (or
      Reemployment Commencement Date) and anniversaries thereof.

     

    1.29  Participant.  “Participant”
      means any Eligible Employee who has become a Participant of this Plan as set
      forth in Article 2.

     

    1.30  Plan.  “Plan”
      means the SYS Technologies 401(k) Plan (formerly known as the SYS 401(k)
      Employee Stock Ownership Plan), as set forth herein, and any amendments
      hereto.

     

    1.31  Plan
      Year.  “Plan
      Year” is the period commencing July 1 and ending June 30.

     

    1.32  Pretax
      Contributions.  “Pretax
      Contributions” shall mean contributions paid to the Trust by the Employer at the
      election of a Participant in lieu of Cash Compensation pursuant to Section
      3.1.

     

    1.33  Pretax
      Contributions Account.  “Pretax
      Contributions Account” shall mean the Account established for each Participant
      which is attributable to Pretax Contributions.

     

    1.34  Reemployment
      Commencement Date.  “Reemployment
      Commencement Date” means the date on which an Employee first performs an Hour of
      Service for an Employer maintaining the Plan following his or her Termination
      of
      Service.

     

    1.35  Retirement.  “Retirement”
      means the following:

     

    1.35.1  General.  Unless
      otherwise qualified in this Plan, the term “Retirement” shall be construed to
      mean “Normal Retirement.”

     

    1.35.2  Normal
      Retirement.  “Normal Retirement” means retirement on the day of
      the month in which the Participant attains his or her 65th
      birthday.  (Having the same meaning: Normal Retirement Age or
      Date.)

     

    1.35.3  Deferred
      Retirement.  “Deferred Retirement” means retirement after what
      would otherwise be the Normal Retirement Date of a
      Participant.  (Sometimes referred to herein as Deferred Retirement
      Date.)  If a Participant continues to be employed by the Employer
      after otherwise meeting the requirements herein for Normal Retirement, he shall
      continue to participate in the Plan and to have contributions allocated to
      his
      or her Account.  When such a Participant subsequently retires, he
      shall then be entitled to have the balance standing in his or her Account under
      the Plan distributed as provided in Article 7.

     

    1.36  Rollover
      Account.  “Rollover
      Account” means an Account consisting of an amount rolled over to this Plan from
      another Plan.  Section 7.11 shall apply to such
      Account.

     

    1.37  Termination
      of Service.  “Termination
      of Service” means the date during the Plan Year when a Participant ceases to be
      an Employee of the Employer maintaining the Plan (whether voluntarily or
      involuntarily) for reasons other than Normal Retirement, Deferred Retirement,
      death or Total Disability.  (Having the same meaning are the
      following: Terminates (his or her) Service, Terminated (his or her) Service,
      etc.)

     

    1.38  Trust.  “Trust”
      means the trust established pursuant to the trust agreement (“Trust Agreement”)
      described in Article 9 of this Plan, and “Trust Fund” means the assets of the
      Plan held by the Trustee pursuant to the Trust.

     

    1.39  Trustee.  “Trustee”
      means the trustee or trustees of the Trust established pursuant to this
      Plan.

     

    1.40  Valuation
      Date.  “Valuation
      Date” means the date on which the Trust Fund is valued.  The Valuation
      Date shall be the last day of each Plan Year and any other date selected by
      the
      Committee.

     

    1.41  Vesting
      Computation Period.  For
      Plan Years beginning before July 1, 2007, “Vesting Computation Period”
means the period for computing Years of Service for vesting purposes and shall
      be the same as the Plan Year.

     

    1.42  Year
      of Service.  “Year
      of Service” shall mean a twelve (12) consecutive month period beginning on the
      date an Employee is first credited with an Hour of Service (or, in the case
      of a
      rehired Employee, the date of his or her rehire) and ending on the anniversary
      of that date and each anniversary of that date thereafter.  Any period
      of service of less than twelve (12) consecutive months will be
      disregarded.

     

    2.  ELIGIBILITY
      PARTICIPATION

     

    2.1  Service
      Requirement.  Each
      Eligible Employee will become a Participant on the Entry Date following ninety
      (90) days from his or her Employment Commencement Date.  Effective as
      of November 1, 2007, each Eligible Employee who is not a Participant will
      become a Participant on his or her Entry Date.

     

    2.1.1  Consultants
      and Leased Employees.  In the event that a consultant or Leased
      Employee is later employed by the Employer as an Eligible Employee, days of
      service as a consultant or Leased Employee shall be counted for purposes of
      satisfying the ninety (90) day service requirement.

     

    2.2  Participation.

     

    2.2.1  Cessation
      of Participation.  Participation in the Plan continues until a
      Participant terminates his or her employment by Retirement, death, Disability
      or
      Termination of Service.

     

    2.2.2  Reemployment.  A
      former Participant whose participation in the Plan has ceased shall become
      a
      Participant in the Plan again as of his or her Reemployment Commencement
      Date.

     

    2.3  Qualified
      Military Service.  Notwithstanding
      any provision of the Plan to the contrary, contributions, benefits and service
      credit with respect to qualified military service will be provided in accordance
      with Code Section 414(n).  The terms of this Section 2.3 are effective
      with respect to reemployments initiated on or after December 12,
      1994.

     

    2.4  Employment
      After Normal Retirement Date.  A
      Participant who continues in the employ of the Employer after his or her Normal
      Retirement Date shall continue to be a Participant for all purposes of the
      Plan.

     

    3.  CONTRIBUTIONS

     

    3.1  Participants’
      Pretax Contributions.

     

    3.1.1  Amount
      of Contributions.  Each Participant may elect to defer any portion
      of his or her Compensation, as defined in the following sentence, in a fixed
      whole percentage (the maximum such percentage will be 100%, unless otherwise
      determined by the Committee) or a specific dollar amount, as a Pretax
      Contribution.  For purposes of this Section 3.1.1, Compensation
      means “Compensation” as defined in Section 1.8, except that any amount paid
      as a bonus to a Participant shall be excluded.  For any month, the
      Participant may elect to defer a percentage of such Compensation, up to the
      maximum amount permitted under Section 3.1.5, as a Pretax
      Contribution.  The Employer will make contributions to the Plan of the
      amount deferred to be credited to the Participant’s Pretax Contributions
      Account.  If a Participant fails to make an election in accordance
      with the rules and procedures prescribed by the Committee, then Committee will
      consider his or her election to be zero percent (0%) of his or her
      Compensation.

     

    3.1.2  Change
      in Percentage or Suspension of Pretax Contributions.  A
      Participant’s Pretax Contributions percentage will remain in effect,
      notwithstanding any change in the Participant’s Compensation, until the
      Participant elects to change such percentage or until the Committee reduces
      such
      percentage in accordance with Section 3.1.3.  A Participant may elect
      to change the Participant’s Pretax Contributions effective as soon as
      administratively practicable after the election is made, in accordance with
      the
      rules and procedures prescribed by the Committee and within the time period
      required by the Committee.

     

    A
      Participant may elect to suspend the Participant’s Pretax Contributions at any
      time.  Such suspension will be effective as soon as administratively
      practicable after the Participant makes such election, in accordance with the
      rules and procedures prescribed by the Committee.  A Participant who
      suspends all Pretax Contributions may resume Pretax Contributions on his or
      her
      behalf in accordance with rules and procedures established by the
      Committee.

     

    3.1.3  Reduction
      in Pretax Contributions.  The Committee may reduce the percentage
      of Pretax Contributions of any Participant at any time if the Committee
      determines that such a reduction is necessary to ensure that the limitations
      described in Sections 3.1.5 and 3.1.7 are satisfied.

     

    3.1.4  Status
      of Pretax Contributions.  Pretax Contributions under this Section
      shall be made by payroll deductions authorized by the Participant and shall
      be
      contributed to the Plan by the Employer.  Pretax Contributions are
      intended to qualify as elective contributions under Code Section
      401(k).

     

    3.1.5  Calendar
      Year Limitation.  Notwithstanding the provisions of Sections 3.1.1
      and 3.1.2 above, the Pretax Contributions made by any Participant for any
      calendar year shall not exceed $15,500, multiplied by the Adjustment Factor,
      except as permitted under Section 3.1.6 and Section 414(v) of the
      Code.  For purposes of this Section 3.1.5, “Adjustment Factor”
shall mean the cost-of-living adjustment factor prescribed by the Secretary
      of
      the Treasury under Code Section 415(d), as applied to the items and in the
      manner prescribed by the Secretary of the Treasury.

     

    3.1.6  Catch-Up
      Contributions.  All Employees who are eligible to make Pretax
      Contributions under this Plan and who have attained age 50 before the close
      of
      the Plan Year shall be eligible to make catch-up contributions in accordance
      with, and subject to the limitations of Section 414(v) of the
      Code.  Such “catch-up” contributions shall not be taken into account
      for purposes of the provisions of the Plan implementing the required limitations
      of Sections 402(g) and 415 of the Code.  The Plan shall not be treated
      as failing to satisfy the provisions of the Plan implementing the requirements
      of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code as
      applicable by reason of the making of such catch-up contributions.

     

    3.1.7  Limits
      on Pretax Contributions.  This Section 3.1.7 shall not apply if
      the requirements of Code Section 401(k)(12) are satisfied.  If such
      requirements are not satisfied, then this Section 3.1.7 shall apply, as
      follows:

     

    (a)  Average
      Actual Deferral Percentage.  Except as otherwise provided in this
      Section 3.1.7, the Committee shall return Excess Contributions (which shall
      be
      determined after determining Excess Deferrals) to Highly Compensated Employees
      in accordance with Section 3.1.7(b) as necessary to satisfy the deferral
      percentage test of either subsection (a)(i) or (a)(ii) below:

     

    (i)  The
      Average Actual Deferral Percentage for Eligible Employees who are Highly
      Compensated Employees for the Plan Year shall not exceed the Average Actual
      Deferral Percentage for Eligible Employees who are Non-Highly Compensated
      Employees for the Plan Year multiplied by 1.25; or

     

    (ii)  The
      Average Actual Deferral Percentage for Eligible Employees who are Highly
      Compensated Employees for the Plan Year shall not exceed the Average Actual
      Deferral Percentage for Eligible Employees who are Non-Highly Compensated
      Employees for the Plan Year multiplied by 2, provided that the Average Actual
      Deferral Percentage for Eligible Employees who are Highly Compensated Employees
      does not exceed the Average Actual Deferral Percentage for Eligible Employees
      who are Non-Highly Compensated Employees by more than two (2) percentage points
      or such lesser amount as the Secretary of the Treasury shall prescribe to
      prevent the multiple use of this alternative limitation with respect to any
      Highly Compensated Employee.

     

    (b)  Excess
      Contributions shall be distributed to the appropriate Highly Compensated
      Employees no later than the time required by applicable law.  Excess
      Contributions shall be treated as Annual Additions under Section 4.3 of the
      Plan:

     

    (i)  If
      the
      Plan terminates during a Plan Year in which there are Excess Contributions,
      such
      distributions shall be made after the date of the termination of the Plan and
      as
      soon as administratively feasible, but in no event later than the time required
      by applicable law.  The income allocable to Excess Contributions shall
      be determined in the manner provided in Section 3.1.7(g).

     

    (ii)  Distributions
      of Excess Contributions and income thereon shall be made on the basis of the
      amount of the Excess Contributions attributable to each Highly Compensated
      Employee.  Excess Contributions shall be distributed from the
      Participant’s Pretax Contributions Account.  Excess Contributions
      (plus income) shall be distributed to the Highly Compensated Employees with
      the
      largest amounts of contributions taken into account in calculating the Average
      Actual Deferral Percentage test for the year in which the excess arose,
      beginning with the Highly Compensated Employee with the largest amount of such
      contributions and continuing in descending order until all the Excess
      Contributions have been distributed.

     

    (c)  In
      its
      discretion, the Committee may cause the Plan to satisfy the tests described
      in
      Section 3.1.7(a) by treating all or a portion of Employer contributions as
      Qualified Nonelective Contributions.

     

    (d)  Effective
      as of July 1, 2006, in order to satisfy or partially satisfy the Average
      Actual Deferral Percentage test described in Section 3.1.7(a) above, or the
      Average Contribution Percentage test described in Section 3.2.2(a) below, or
      both of such tests, the Employer may, in its discretion, make a Qualified
      Nonelective Contribution (a “QNEC”), as defined in Treasury Regulation
§1.401(k)-6, to the Plan.  Effective for Plan Years beginning on or
      after July 1, 2006, however, a QNEC amount may be taken into account only in
      accordance with the following rules:

     

    (i)  A
      QNEC
      amount may not be taken into account in determining the Average Actual Deferral
      Percentage ratio for a Plan Year on behalf of an Employee who is not a Highly
      Compensated Employee (a “ Non-Highly Compensated Employee”) to the extent that
      such QNEC exceeds the product of such Non Highly Compensated Employee’s Code
      Section 414(s) compensation for the Plan Year multiplied times the greater
      of
      (i) 5% or (ii) two times the Plan’s Representative Contribution Rate (as defined
      below) for such Plan Year.

     

    (ii)  As
      used
      in this Section 3.1.7(d), the term Representative Contribution Rate means the
      lowest Applicable Contribution Rate (as defined below) of any eligible
      Non-Highly Compensated Employee among a group of Non-Highly Compensated
      Employees that consists of half of all the eligible Non-Highly Compensated
      Employees for the Plan Year (or if greater, the lowest Applicable Contribution
      Rate of any eligible Non-Highly Compensated Employee who is in the group of
      all
      eligible Non-Highly Compensated Employees for the Plan Year and who is employed
      by the Employer on the last day of the Plan Year).

     

    (iii)  As
      used
      in this Section 3.1.7(d), the term Applicable Contribution Rate means, for an
      eligible Non-Highly Compensated Employee, the QNECs made to the Plan on his
      or
      her behalf, divided by the eligible Non-Highly Compensated Employee’s Code
      Section 414(s) compensation for the same period.

     

    (iv)  A
      QNEC
      amount may not be taken into account to determine the Average Actual Deferral
      Percentage ratio to the extent that such amount is taken into account for
      purposes of satisfying any other Average Actual Deferral Percentage test, any
      Average Contribution Percentage test, or the requirements of Treas. Reg.
      Sections 1.401(k)-3, 1.401(m)-3 or 1.401(k)-4.

     

    (v)  If
      the
      Plan switches from the current year testing method to the prior year testing
      method pursuant to Treas. Reg. Section 1.401(k)-2(c), any QNEC amounts that
      are
      taken into account under the current Plan Year testing method for a Plan Year
      may not be taken into account under the prior Plan Year testing method for
      the
      following Plan Year.

     

    (vi)  QNEC
      amounts for a Plan Year may only be included in aggregate 401(k) contributions
      taken into account in applying the Average Actual Deferral Percentage limitation
      for such Plan Year, if (i) the QNECs satisfy the requirements of Treasury
      Regulation Sections 1.401(k)1(c) and (d) as though the QNECs were elective
      contributions under section 401(k)(2) of the Code, thereby requiring that the
      QNECs satisfy the vesting requirements of Treasury Regulation Section
      1.401(k)1(c) and be subject to the distribution requirements of Treasury
      Regulation Section 1.401(k)1(d) and (ii) the additional requirements of Treasury
      Regulation Section 1.401(k)2 are satisfied.

     

    (vii)  QNEC
      amounts, if any, must be paid to the Trustee as soon as reasonably practicable
      following the close of the Plan Year and shall be allocated to the accounts
      of
      the Non-Highly Compensated Employees as of the last day of the Plan
      Year.  QNEC amounts shall be 100% vested and
      nonforfeitable.  In all other respects, the investment and
      distribution of QNEC amounts shall be made as if the QNEC amounts were Employer
      Contributions.

     

    (e)  Definitions.  For
      purposes of this Section 3.1.7, the following definitions shall be
      used:

     

    (i)  “Actual
      Deferral Percentage” shall mean the ratio (expressed as a percentage) of Pretax
      Contributions made on behalf of the Eligible Employee for the Plan Year to
      the
      Eligible Employee’s Compensation for the Plan Year.

     

    (ii)  “Average
      Actual Deferral Percentage” shall mean the average (expressed as a percentage)
      of the Actual Deferral Percentages of the Eligible Employees in a
      group.

     

    (iii)  “Excess
      Contributions” shall mean with respect to a Plan Year, an amount by which the
      Participant’s Pretax Contributions (prior to the return of any such
      contributions as provided for in Section 3.1.7) exceed the maximum amount of
      such contributions permitted under the limitations of Code Section
      401(k)(3).

     

    (iv)  “Excess
      Deferrals” shall mean the amount by which contributions made for a Participant
      under any qualified cash or deferred arrangements described in Code Section
      401(k), 408(k) or 403(b) for a taxable year exceed the limitation set forth
      in
      Section 3.1.5.

     

    (v)  “Qualified
      Nonelective Contributions” shall mean contributions (determined without regard
      to other limitations imposed under this Plan and excluding any Matching
      Contributions) made by the Employer and allocated to an Eligible Employee’s
      Accounts that the Eligible Employee may not elect to receive in cash until
      distributed from the Plan; that are 100 percent vested and nonforfeitable when
      made; and that are not distributable under the terms of the Plan to an Eligible
      Employee or his Beneficiary earlier than the earliest o£

     

    (a)  separation
      from service, death, or disability of the Eligible Employee;

     

    (b)  attainment
      of age 59-1/2 by the Eligible Employee; or

     

    (c)  termination
      of the Plan without establishment of a successor plan.

     

    In
      addition, all or part of the Qualified Nonelective Contributions must meet
      the
      following:

     

    (i)  The
      nonelective contributions, including those Qualified Nonelective Contributions
      treated as Pretax Contributions for purposes of the Actual Deferral Percentage
      determination, must satisfy the requirements of Code Section
      401(a)(4);

     

    (ii)  The
      nonelective contributions, excluding those Qualified Nonelective Contributions,
      treated as Pretax Contributions for purposes of the Actual Deferral Percentage
      determination, shall satisfy the requirements of Code Section
      401(a)(4);

     

    (iii)  Except
      as
      provided in (i), the Qualified Nonelective Contributions treated as Pretax
      Contributions for purposes of the Actual Deferral Percentage determination
      shall
      not be taken into account in determining whether any other contributions or
      benefits satisfy Code Section 401(a)(4);

     

    (iv)  The
      Qualified Nonelective Contributions must meet the requirements imposed under
      the
      Code for Pretax Contributions pursuant to Treas.
      Reg. § 1.401(k)-2(a)(6).  Thus, the Qualified Nonelective
      Contributions must not be contingent on the Employee’s participation in the Plan
      or performance of subsequent services and the contribution is actually paid
      to
      the Trust no later than the end of the twelve-month period immediately following
      the Plan Year in which the contribution relates.

     

    (f)  Special
      Rules.

     

    (i)  For
      purposes of this Section 3.1.7, the Actual Deferral Percentage for any Eligible
      Employee who is a Highly Compensated Employee for the Plan Year and who is
      eligible to have Pretax Contributions or Qualified Nonelective Contributions
      allocated to his or her account under two or more plans or arrangements
      described in Section 401(k) of the Code which are maintained by the
      Employer or a Controlled Group Member shall be determined as if all such Pretax
      Contributions and Qualified Nonelective Contributions were made under a single
      arrangement.  A Participant is a Highly Compensated Employer for a
      particular Plan Year if he or she meets the definition of a Highly Compensated
      Employee in effect for that Plan Year.  Similarly, a Participant is a
      Non-Highly Compensated Employee for a particular Plan Year if he or she does
      not
      meet the definition of a Highly Compensated Employee in effect for that Plan
      Year.

     

    (ii)  The
      determination and treatment of the Pretax Contributions, Qualified Nonelective
      Contributions and Actual Deferral Percentage of any Eligible Employee shall
      satisfy such other requirements as may be prescribed by the Secretary of the
      Treasury.

     

    (iii)  A
      Pretax
      Contribution shall be taken into account for the purposes of this Section 3.1.7
      only if it relates to Compensation that either would have been received by
      the
      Employee in the Plan Year (but for the Participant’s deferral election) or is
      attributable to services performed by the Employee in the Plan Year and would
      have been received by the Employee within 2-1/2 months after the close of the
      Plan Year (but for the deferral election).  A Pretax Contribution will
      be taken into account under this Section 3.1.7 for a Plan Year only if it is
      allocated to the Participant as of a date within that Plan Year.  For
      this purpose, a Pretax Contribution is considered allocated as of the date
      within a Plan Year if the allocation is not contingent on participation or
      performance after such date and the Pretax Contribution is actually paid to
      the
      trust no later than 12 months after the Plan Year to which the contribution
      relates.  For purposes of determining whether the Plan satisfies this
      Section 3.1.7, all Pretax Contributions that are made under two or more plans
      that are aggregated under Code Section 401(a)(4) or 410(b) (other than Code
      Section 410(b)(2)(A)(ii)) are to be treated as made under a single plan and
      if
      two or more plans are permissibly aggregated for purposes of
      Section 401(k), the aggregated plans must also satisfy Sections 401(a)(4)
      and 410(b) as though they were a single plan.

     

    (g)  Effective
      as of July 1, 2006, all Excess Contributions and the Income (as defined
      below) allocable to such Excess Contributions for any Plan Year shall be
      distributed to the appropriate Highly Compensated Employees before the close
      of
      the next following Plan Year.  Such distributions must be adjusted for
      Income, including an adjustment for Income for the period between the end of
      the
      Plan Year and the date of distribution (the “gap period”).  As used in
      this Section 3.1.7(g), the term “Income” shall mean net gain or
      loss.  The Plan Administrator shall have the discretion to determine
      and allocate Income using any of the following methods:

     

    (i)  The
      Plan
      Administrator may use any reasonable method for computing the Income allocable
      to Excess Contributions, provided that such method does not violate Code Section
      401(a)(4) and is used consistently for allocating Income to Participants’
Accounts and for all Participants and all corrective distributions of Excess
      Contributions for such Plan Year.  The Plan Administrator may, in its
      discretion, determine the Income allocable to Excess Contributions as of a
      date
      that is not more than seven days before the distribution of such Excess
      Contributions.

     

    (ii)  The
      Plan
      Administrator may allocate Income to Excess Contributions for the Plan Year
      by
      multiplying the Income for the Plan Year allocable to Pretax Contributions
      and
      other amounts taken into account for the Average Actual Deferral Percentage
      test
      for such Plan Year by a fraction, the numerator of which is the Excess
      Contributions for the Participant for such Plan Year and the denominator of
      which is the sum of (i) the value of the Pretax Contribution Accounts of all
      Participants (and all other amounts taken into account under the Average Actual
      Deferral Percentage test for the Plan Year) as of the beginning of such Plan
      Year, and (ii) any additional amount of Pretax Contributions made for such
      Plan
      Year.

     

    (iii)  The
      Plan
      Administrator may use the safe harbor method set forth in this paragraph to
      determine Income on Excess Contributions for the gap period.  Under
      this safe harbor method, Income on Excess Contributions for the gap period
      is
      equal to 10% of the Income allocable to such Excess Contributions for the Plan
      Year that would be determined under the method specified in paragraph (ii)
      above, multiplied by the number of calendar months that have elapsed since
      the
      end of the Plan Year.  For the purposes of computing the number of
      such calendar months, a corrective distribution that is made on or before the
      15th day of a month shall be treated as having been made on the last day of
      the
      preceding month and a corrective distribution made after the 15th day of a
      month
      shall be treated as having been made on the last day of such month.

     

    (iv)  The
      Plan
      Administrator may determine the Income on Excess Contributions for the aggregate
      of the Plan Year and the gap period by applying the method specified in
      paragraph (ii) to this aggregate period.  If the Plan Administrator
      uses this method, then (A) the Income for the aggregate period shall be
      substituted for the Income for the Plan Year, and (B) in determining the
      applicable fraction under paragraph (ii), the amounts taken into account under
      the Average Actual Deferral Percentage test for the Plan Year and the gap period
      shall be substituted for the amounts taken into account under the Average Actual
      Deferral Percentage test for the Plan Year.

     

    3.2  Matching
      Contributions.

     

    (a)  Required
      Matching Contributions.  For each payroll period, the Employer
      will make Matching Contributions equal to 100% of the amount of the
      Participant’s Pretax Contributions that do not exceed 3% of the Participant’s
      Compensation for such payroll period.  In addition, for each payroll
      period, the Employer will make Matching Contributions equal to 50% of the amount
      of the Participant’s Pretax Contributions in excess of 3%, but which do not
      exceed 5%, of the Participant’s Compensation for the payroll
      period.

     

    (b)  Discretionary
      Matching Contributions.  The Employer, in its discretion, may make
      Matching Contributions for a payroll period with respect to a Participant’s
      Pretax Contributions in excess of 3%, but which do not exceed 5% of the
      Participant’s Compensation for the payroll period, in addition to the Matching
      Contributions described in the second sentence of Section 3.2(a).  The
      amount of such Matching Contributions will be equal to a percentage, determined
      in the discretion of the Employer, of such Pretax Contributions.

     

    The
      Employer, in its discretion, may also make Matching Contributions for a payroll
      period in an amount equal to a percentage, determined by the Employer in its
      discretion, of the Participant’s Pretax Contributions in excess of 5%, but which
      do not exceed 6%, of the Participant’s Compensation for the payroll
      period.

     

    Notwithstanding
      the foregoing, however:

     

    (i)  Matching
      Contributions may not be made with respect to a Participant’s Pretax
      Contributions for a payroll period in excess of 6% of the Participant’s
      Compensation for such payroll period;

     

    (ii)  The
      percentage of a Participant’s Pretax Contributions matched by the Employer’s
      Matching Contributions may not be increased as a result of an increase in the
      Participant’s Pretax Contributions percentage;

     

    (iii)  The
      percentage of a Highly Compensated Employee’s Pretax Contributions for a payroll
      period that are matched by Matching Contributions may not exceed the percentage
      of a Non-Highly Compensated Employee’s Pretax Contributions for the payroll
      period that are matched by Matching Contributions; and

     

    (c)  Form
      of Matching Contributions.  Matching Contributions may be made in
      cash or shares of Employer Stock.

     

    (d)  Catch-Up
      Contributions.  Catch-Up Contributions are considered Pretax
      Contributions under this Section 3.2.

     

    3.2.2  Limitation
      on Matching Contributions.  This Section 3.2.2 shall not
      apply if the Plan meets the requirements of Code Section
      401(m)(11).

     

    (a)  Contribution
      Percentage.

     

    (i)  The
      Average Contribution Percentage for Eligible Employees who are Highly
      Compensated Employees for the Plan Year shall not exceed the Average
      Contribution Percentage for Eligible Employees who are Non-Highly Compensated
      Employees for the Plan Year multiplied by 1.25; or

     

    (ii)  The
      Average Contribution Percentage for Eligible Employees who are Highly
      Compensated Employees for the Plan Year shall not exceed the Average
      Contribution Percentage for Eligible Employees who are Non-Highly Compensated
      Employees for the Plan Year multiplied by 2, provided that the Average
      Contribution Percentage for Eligible Employees who are Highly Compensated
      Employees does not exceed the Average Contribution Percentage for Eligible
      Employees who are Non-Highly Compensated Employees by more than two (2)
      percentage points or such lesser amount as the Secretary of Treasury shall
      prescribe to prevent the multiple use of this alternative limitation with
      respect to any Highly Compensated Employee.

     

    (b)  Definitions.  The
      following definitions shall apply:

     

    (i)  “Average
      Contribution Percentage” shall mean the average (expressed as a percentage) of
      the Contribution Percentages of the Eligible Employees in a group.

     

    (ii)  “Contribution
      Percentage” shall mean the ratio (expressed as a percentage) of Matching
      Contributions under the Plan made on behalf of the Eligible Employee for the
      Plan Year to the Eligible Employee’s Compensation for the Plan
      Year.

     

    (c)  Special
      Rules.

     

    (i)  For
      purposes of this Section 3.2.2, the Contribution Percentage for any Eligible
      Employee who is a Highly Compensated Employee for the Plan Year and who is
      eligible to have Matching Contributions, Qualified Nonelective Contributions
      or
      Pretax Contributions allocated to his or her account under two or more plans
      described in Section 401(a) of the Code or arrangements described in
      Section 401(k) of the Code that are maintained by the Employer or a Controlled
      Group Member shall be determined as if all such contributions were made under
      a
      single plan.

     

    (ii)  In
      the
      event that this Plan satisfies the requirements of Section 410(b) or Section
      401(a)(4) of the Code only if aggregated with one or more other plans, or if
      one
      or more other plans satisfy the requirements of Section 410(b) or Section
      401(a)(4) of the Code only if aggregated with this Plan, then this Section
      3.2.2
      shall be applied by determining the Contribution Percentages of Eligible
      Employees as if all such plans were a single plan.

     

    (iii)  The
      determination and treatment of the Contribution Percentage of any Eligible
      Employee shall satisfy such other requirements as may be prescribed by the
      Secretary of the Treasury.

     

    (iv)  Pretax
      Contributions may be treated as Matching Contributions if the conditions
      described in Section 1.401(m)-1(b)(5) of the Treasury Regulations are
      satisfied.  Such regulation is incorporated herein by this
      reference.

     

    (v)  A
      Matching Contribution shall be taken into account for purposes of this Section
      3.2 for a Plan Year only if it is (1) made on account of the Employee’s Pretax
      Contributions for the Plan Year, (2) allocated to the Participant’s account as
      of a date within the Plan Year, and (3) actually paid to the Trust by the end
      of
      the twelfth month following the close of the Plan Year.

     

    (d)  Effective
      as of July 1, 2006, Matching Contributions with respect to any Pretax
      Contributions for a Plan Year shall not be taken into account under the Average
      Contribution Percentage test for a Non-Highly Compensated Employee to the extent
      that such Matching Contribution exceeds the greater of (i) 5% of the Code
      Section 414(s) compensation of such Non-Highly Compensated Employee for the
      Plan
      Year, (ii) the Pretax Contributions of such Non-Highly Compensated Employee
      for
      the Plan Year, or (iii) the product of two times the Plan’s Representative
      Matching Rate (as defined below) and the Non-Highly Compensated Employee’s
      Pretax Contributions for the Plan Year.  This same limitation shall
      also apply to any Employer contribution made to the Plan in order to correct
      a
      failed Average Contribution Percentage test.

     

    (i)  As
      used
      in this Section 3.2.2, the term Representative Matching Rate means the
      lowest Matching Rate (as defined below) of any eligible Non-Highly Compensated
      Employee among a group of Non-Highly Compensated Employees that consists of
      half
      of all the eligible Non-Highly Compensated Employees for the Plan Year who
      make
      Pretax Contributions (or if greater, the lowest Matching Rate for all eligible
      Non-Highly Compensated Employees for the Plan Year who are employed by the
      Company on the last day of the Plan Year and who make Pretax Contributions
      to
      the Plan for the Plan Year).

     

    (ii)  As
      used
      in this Section 3.2.2, the term Matching Rate means for an Employee the
      Matching Contributions made for such Employee divided by the Employee’s Pretax
      Contributions for the Plan Year.  If the Matching Contributions rate
      is not the same for all levels of Pretax Contributions, then the Employee’s
      deemed Matching Rate will be computed as if the Employee’s Pretax Contributions
      equaled 6% of the Employee’s Code Section 414(s) compensation.

     

    (iii)  A
      QNEC
      amount may not be taken into account under the Average Contribution Percentage
      test for a Plan Year for a Non-Highly Compensated Employee to the extent that
      such QNEC exceeds the product of that Non-Highly Compensated Employee’s Code
      Section 414(s) compensation multiplied times the greater of (i) 5% or (ii)
      two
      times the Plan’s Representative Contribution Rate, as defined
      below.  Any QNEC taken into account under an Average Deferral
      Percentage test is not permitted to be taken into account for purposes of this
      Section 3.2.

     

    (iv)  As
      used
      in this Section 3.2.2, the term Representative Contribution Rate means the
      lowest Applicable Contribution Rate (as defined below) of any eligible
      Non-Highly Compensated Employee among a group of Non-Highly Compensated
      Employees that consists of half of all the eligible Non-Highly Compensated
      Employees for the Plan Year (or if greater, the lowest Applicable Contribution
      Rate of any eligible Non-Highly Compensated Employee who is in the group of
      all
      eligible Non-Highly Compensated Employees for the Plan Year and who is employed
      by the Employer on the last day of the Plan Year).

     

    (v)  As
      used
      in this Section 3.2.2, the term Applicable Contribution Rate means for an
      eligible Non-Highly Compensated Employee the sum of the Matching Contributions
      taken into account in determining the Average Contribution Percentage ratio
      for
      such eligible Non-Highly Compensated Employee for the Plan Year and the QNEC
      amounts made for such eligible Non-Highly Compensated Employee for such Plan
      Year, divided by the eligible Non-Highly Compensated Employee’s Code Section
      414(s) compensation for the same period.

     

    3.3  Employer
      Contributions.

     

    3.3.1  Employer
      Contributions (Part 1).  Effective for Plan Years beginning on or
      after July 1, 2004, Employer Contributions (Part 1) will not be made to the
      Plan.

     

    3.3.2  Employer
      Contributions (Part 2).  For each fiscal year of the Employer, the
      Employer may make, in its sole discretion, Employer Contributions (Part 2)
      to
      the Plan.  Employer Contributions (Part 2), if any, may be made in one
      or more installments in such amounts as the board of directors of the Employer,
      in its sole discretion, may determine.  Employer Contributions (Part
      2) may be made in cash or in shares of Employer Stock.

     

    3.3.3  Matching
      Contributions.  Matching Contributions to the Plan may be made in
      cash or in shares of Employer Stock.

     

    3.4  Timing
      of Contributions.  All
      Pretax Contributions must be contributed to the Plan as soon as reasonably
      practicable after the date the Participant’s paycheck is reduced but in no event
      later than 30 days after the Plan Year ends.  Employer Contributions,
      if any, will be contributed to the Plan at a time determined in the discretion
      of the Employer, but no later than as required by applicable
      law.  Matching Contributions with respect to Pretax Contributions made
      during a calendar quarter will be contributed to the Plan by the last day of
      the
      following calendar quarter.

     

    3.5  Reserved.  

     

    3.6  Limitation
      on Amount of Contributions.  Contributions
      for any fiscal year shall not exceed an amount which the Employer estimates
      will
      be deductible under Section 404 of the Code.

     

    3.7  Transferred
      Contributions; Rollover Contributions.  The
      Committee, in its discretion, may authorize the Trustee to accept a direct
      transfer of funds or an Employee rollover contribution from any of the
      following: (a) a qualified plan described in Section 401(a) or 403(a) of the
      Code, excluding after-tax employee contributions; (b) an annuity contract
      described in Section 403(b) of the Code, excluding after-tax contributions;
      (c)
      an eligible plan under Code Section 457(b) which is maintained by a state,
      political subdivision of a state, or any agency or instrumentality of a state
      or
      political subdivision of a state; or (d) the portion of a distribution from
      an
      individual retirement account or annuity described in Code Section 408(a) or
      408(b) that is eligible to be rolled over and would otherwise be includible
      in
      gross income.  Additionally, the Committee, in its discretion, may
      authorize the Trustee to accept a direct transfer of funds or an Employee
      rollover contribution consisting of tax-exempt income from a Federal Thrift
      Plan.  Rollover contributions may be made in cash or in the form of a
      Participant loan promissory note, provided the borrower is an Employee because
      of the Company’s acquisition of all or part of the borrower’s former
      employer.  In each case where a transfer or rollover has been made, a
      Rollover Account shall be established.  Investment of such accounts
      shall be made in the same manner as for other accounts under
      Section 4.5.

     

    4.  ALLOCATIONS
      TO PARTICIPANTS’ ACCOUNTS

     

    4.1  Establishment
      of Accounts.  Separate
      Accounts will be established under the Plan as necessary or appropriate for
      the
      administration of the Plan.

     

    4.2  Allocation
      of Contributions.

     

    4.2.1  Allocation
      of Employer Contributions.  Subject to the provisions of
      Sections 4.3 and 12, Employer Contributions made by an Employer under
      Section 3.3 with respect to a Plan Year shall be allocated to the Employer
      Contributions Accounts of Participants in the ratio that each such Participant’s
      Compensation from the Employer for the Plan Year bears to the total amount
      of
      all such Participants’ Compensation for the Plan Year.

     

    4.2.2  Allocation
      of Pretax and Matching Contributions.           Pretax
      Contributions for any Plan Year shall be allocated only to the Pretax
      Contributions Accounts of Participants who elect to reduce their cash
      Compensation and have Pretax Contributions made by the Employer on their
      behalf.Matching Contributions for a Plan Year shall be made to accounts of
      Participants who have Pretax Contributions allocated to their Pretax
      Contributions Accounts for such Plan Year.  Separate accounts shall be
      maintained for any Qualified Nonelective Contributions allocated to the
      Participant.

     

    The
      total
      Annual Additions to a Participant’s Account for any Plan Year made pursuant to
      this Section 4.2 shall not exceed the lesser of $40,000 (or such amount as
      may be permitted pursuant to regulations issued under 415(d)((1) of the Code),
      or 100% of the Participant’s total Limitation Compensation for the Plan
      Year.

     

    The
      Plan
      Year shall constitute the “Limitation Year” for purposes of measuring allowable
      Annual Additions pursuant to Section 415 of the Code.

     

    Limitation
      Compensation shall mean a Participant’s earned income, wages, salaries, fees for
      professional service and other amounts paid or payable by the Employer for
      personal services actually rendered in the course of Employment with the
      Employer maintaining the plan (including, but not limited to, commissions paid
      salesmen, compensation for services on the basis of percentage of profits and
      bonuses, fringe benefits, expense allowances, and, effective January 1, 1998,
      amounts which are contributed by the Employer pursuant to a salary reduction
      agreement and which are not includible in the gross income of the Participant
      under Code Section 125 or 402(e)(3)) and excluding the following:

     

    (a)  Employer
      contributions to a plan of deferred compensation to the extent contributions
      are
      not includible in gross income of the Employee for the taxable year in which
      contributed, or on behalf of an Employee to a simplified employee pension plan
      to the extent such contributions are deductible by the Employee or any
      distributions from a plan of deferred compensation;

     

    (b)  amounts
      realized from the exercise of a nonqualified stock option, or when restricted
      stock (or property) held by an Employee either becomes freely transferable
      or is
      no longer subject to a substantial risk of forfeiture;

     

    (c)  amounts
      realized from the sale, exchange or other disposition of stock acquired under
      a
      qualified stock option; and

     

    (d)   other
      amounts which receive special tax benefits, or contributions made by an Employer
      (whether or not under a salary reduction agreement) towards the purchase of
      a
      Code Section 403(b) annuity contract (whether or not the amounts are actually
      excludable from the gross income of the Employee).

     

    4.2.3  Definition
      of Annual Additions.  For
      purposes of Section 4, the term “Annual Additions” shall mean, for any Plan
      Year, the aggregate of amounts credited to a Participant’s Accounts from
      Employer and any Participant contributions, forfeitures and amounts described
      in
      Code Section 415(1)(2) and 419A(d)(2).

     

    4.2.4  Participation
      in Another Defined Contribution Plan.  If
      a Participant in this Plan is also a participant in another defined contribution
      plan, as defined in Section 414(i) of the Code, to which contributions are
      made
      by the Employer or any member of the Controlled Group (as defined in
      Section 1.9, except that the phrase “more than 50 percent” shall be
      substituted for the phrase “at least 80 percent” in applying Section 1563(a)(1)
      of the Code), then the Participant’s Annual Additions in such other plan shall
      be aggregated with the Participant’s Annual Additions derived from this Plan,
      and the Participant’s Limitation Compensation from such other member of the
      Controlled Group shall be aggregated with his or her Limitation Compensation
      from his or her Employer for purposes of applying the limitations in
      Section 4.

     

    4.2.5  Reductions
      in Annual Additions.  If
      the Annual Additions to a Participant’s Accounts would otherwise exceed the
      limitation described in this Section 4.2, then the aggregate of the Annual
      Additions to this Plan and the Annual Additions to any other defined
      contribution plan referred to in Section 4.2.4 shall be reduced until the
      applicable limitation is satisfied by reducing the aggregate amount in the
      following order of priority:

     

    (a)  Refund
      of
      any voluntary nondeductible contributions made by the Participant to any plan
      which is part of the Annual Additions and then reduction of Pretax Contributions
      under this Plan and allocations of such amounts in the succeeding Plan
      Year;

     

    (b)  If,
      after
      the application of (a) above, an excess amount still exists, and the Participant
      is covered by the Plan at the end of the Limitation Year, the excess amount
      in
      the Participant’s Accounts will be used to reduce Employer contributions to this
      Plan (including any allocation of forfeitures) for such Participant in the
      next
      Limitation Year, and each succeeding Limitation Year, if necessary;

     

    (c)  If,
      after
      the application of (a) and (b) above, an excess amount still exists, and the
      Participant is not covered by the Plan at the end of the Limitation Year, the
      Excess Amount will be held unallocated in a suspense account.  The
      suspense account will be applied to reduce future Employer contributions
      (including allocation of any forfeitures) for all remaining Participants in
      the
      next Limitation Year, and each succeeding Limitation Year, if
      necessary;

     

    (d)  If
      a
      suspense account is in existence at any time during the Limitation Year pursuant
      to this subparagraph, it will participate in the allocation of the Trust’s
      investment gains and losses.  In the event of termination of the Plan,
      any amounts in such suspense account shall be repaid to the
      Employer.

     

    4.3   Accounting
      for Trust Fund Income or Losses.  The
      Committee, through its accounting records, shall clearly segregate each Account
      and shall maintain a separate and distinct record of all income and losses
      of
      the Trust Fund attributable to each such Account or subaccount.  For
      purposes of this Section, income or loss of the Trust Fund shall include any
      unrealized increase or decrease in the fair market value of the assets of the
      Trust Fund as such values are determined pursuant to
      Section 4.4.

     

    4.4  Valuation
      of Trust Fund; No Guarantee Against Loss.  The
      fair market value of the total net assets comprising the Trust Fund shall be
      determined by the Trustee as of each Valuation Date pursuant to the terms of
      the
      Trust Agreement.  The Employer, the Committee and the Trustee do not
      guarantee the Participants or their Beneficiaries against loss or depreciation
      or fluctuation of the value of the assets comprising the Trust
      Fund.

     

    4.5  Participant
      Choice of Investment Funds; Transfer of Funds.  The
      Committee, in its discretion, may permit Participants to direct investments
      of
      certain accounts as set forth in this Section 4.5.  If such
      direction is not permitted, the Committee shall determine the investment of
      all
      Accounts.  If the Committee permits Participant direction, then at the
      same time that a Participant makes an election under Section 3.1, the
      Participant shall be required to select one or more investment funds (selected
      by the Committee) in which such Account(s), as designated by the Committee,
      shall be invested and the percentage of the Account(s) that he or she wishes
      to
      have invested in each such fund.  The Committee may also permit
      Participant investment direction as to Rollover Accounts.  Investment
      fund selections may be changed in accordance with rules and guidelines adopted
      by the Committee.  Fund selections and investment fund transfers shall
      be made in the manner (including minimum multiples of percentages that may
      be
      invested in each fund) and at the time prescribed by the Committee.

     

    5.  WITHDRAWALS
      AND LOANS

     

    5.1  Withdrawals
      From Rollover Accounts.  Withdrawals
      may be made from Participants’ Rollover Accounts.  A Participant may
      request a withdrawal of all or a portion of such Accounts in accordance with
      rules established by the Committee.  The Accounts will be debited from
      investment funds in the manner determined by the Committee.

     

    5.2  Financial
      Hardship/Post-Age 59-1/2 Withdrawals.  In
      accordance with rules and procedures established by the Committee, a Participant
      may withdraw up to the value of his or her Pretax Contributions Account as
      soon
      as administratively practicable following the Participant’s withdrawal request
      to the extent necessary to meet a financial hardship provided, however, that
      the
      financial hardship shall not be required as a condition for a withdrawal after
      the Participant has attained age fifty-nine and one half (59-1/2).  If
      the withdrawal is due to financial hardship, then the earnings available for
      withdrawal are limited to the income allocated to the Participant’s Pretax
      Contributions Account as of December 31, 1988.

     

    A
      withdrawal request will be presumed to be on account of financial hardship
      if
      the distribution is necessary in light of immediate and heavy financial needs
      of
      the Participant.  A hardship withdrawal under this Section 5.2 shall
      be permitted only if (i) the amount withdrawn does not exceed the amount
      required to relieve the hardship (including income taxes and penalties resulting
      from the withdrawal,) and (ii) the entire amount requested is not reasonably
      available from other resources of the Participant and is required to meet
      immediate and heavy financial needs of the Participant arising solely from
      one
      or more of the following:

     

    (a)  The
      payment of expenses incurred by the Participant, the Participant’s spouse,
      primary beneficiary or any dependent of the Participant for medical care that
      would be deductible under Code Section 213 (determined without regard to whether
      the expenses exceed 7.5% of adjusted gross income), or amounts necessary to
      secure such medical care;

     

    (b)  The
      payment of tuition and related educational fees (including room, board and
      certain other fees as provided in regulations under Code Section 401(k)) for
      up
      to the next 12 months of post-secondary education for the Participant, the
      Participant’s primary beneficiary, the Participant’s spouse or child, or any
      dependent of the Participant (as defined in Code Section 152 without regard
      to
      Sections 152(b)(1), (b)(2) and (d)(1)(B));

     

    (c)  The
      payment of expenses incurred by a Participant in purchasing his or her primary
      residence (excluding mortgage payments);

     

    (d)  The
      need
      to prevent the eviction of the Participant from his or her primary residence
      or
      foreclosure on the mortgage of the Participant’s primary residence;

     

    (e)  The
      payment of funeral or burial expenses for the Participant’s deceased parent,
      spouse, child, primary beneficiary or dependents (as defined in Code Section
      152
      without regard to Section 152(d)(1)(B)); or

     

    (f)  The
      payment of expenses to repair damage to the Participant’s principal residence
      that would qualify for the casualty deduction under Code Section 165 (determined
      without regard to whether or not the loss exceeds 10% of the Participant’s
      adjusted gross income).

     

    For
      purposes of this Section 5.2, “primary beneficiary” means an individual who, in
      accordance with rules procedures prescribed by the Committee, is designated
      as a
      Beneficiary and has an unconditional right to all or a portion of the
      Participants Accounts on the Participant’s death.

     

    The
      amount of a hardship withdrawal also may include amounts necessary to pay income
      taxes and penalties resulting from the withdrawal.  The Participant
      must obtain any other withdrawals (other than hardship withdrawals) and loans
      that are available under this Plan or any other plan maintained by the Employer
      before a withdrawal will be permitted under this Section 5.2.  The
      Committee may approve the withdrawal of an amount less than that applied for
      by
      the Participant and may require proof that any amount withdrawn will be used
      for
      the purpose specified in the Participant’s application.

     

    A
      Participant who makes a withdrawal due to financial hardship under this Section
      5.2 shall be suspended and shall not make any Pretax Contributions for a 6
      month
      period immediately following the withdrawal.  No Matching
      Contributions shall be allocated to the Participant during the 6-month period
      of
      suspension.  This suspension rule shall not apply to a Participant who
      receives a withdrawal under this Section 5.2 after attaining age
      59 1⁄2.

     

    5.3  Amount
      and Payment of Withdrawals.  All
      withdrawals under this Article 5 shall be made under rules and procedures
      established by the Committee.  The amount of such withdrawal shall be
      taken from the Participant’s Account(s) at such time and paid to the Participant
      in a single sum.

     

    5.4  Loans
      to Participants.  Loans
      will be made pursuant to rules and procedures established by the
      Committee.  Effective July 1, 2007, Participant loans may be made from
      any Account (other than an Employer Stock Account) held under the Plan for
      the
      benefit of a Participant.  These rules shall be designed to ensure
      that these Participant loans satisfy the requirements of Code Sections
      4975(d)(1) and 72(p), and any other provision of law that is, or may become,
      applicable.  A loan to a Participant (or any former Participant who is
      a “party in interest” as defined in Section 3(14) of ERISA) must meet the
      following rules:

     

    (a)  The
      amount of a loan shall not be less than one thousand dollars
      ($1,000).  At the time a loan is made, the amount of such loan shall
      not exceed the lesser of (i) fifty thousand dollars ($50,000) reduced by
      the Participant’s highest outstanding loan balance during the one-year period
      ending on the day before the date on which a loan is made, and (ii) fifty
      percent (50%) of the value of the nonforfeitable portion of the Participant’s
      Accounts as of the last Valuation Date.

     

    (b)  The
      Participant must submit a loan application in accordance with rules and
      procedures established by the Committee.

     

    (c)  When
      a
      distribution is made to a Participant (other than a hardship withdrawal or
      an
      in-service withdrawal after attaining age 59 1/2) at a time when any
      principal or interest remains unpaid, the outstanding balance of the loan must
      be repaid by offsetting the value of the Participant’s Account by the
      outstanding amount of the loan.  The Participant will be entitled to a
      distribution of the value of vested portion of his or her Account minus the
      outstanding principal and interest on the loan.

     

    (d)  The
      Committee shall establish a Participant Loan Policy to administer loans
      hereunder.  Under this Policy, among other things, the Committee will
      establish rules regarding application procedures, criteria for approving or
      denying loan applications, setting an interest rate, determining if a default
      has occurred, issuance of 1009-R reports required by the Internal Revenue
      Service with respect to deemed distributions under Section 72(p) of the Code
      and
      such other matters as the Committee may deem relevant.  The Committee
      may amend such Participant Loan Policy from time to time.

     

    6.  VESTING

    6.1  Vesting
      Schedule.

     

    6.1.1  A
      Participant shall be fully vested in his or her Pretax Contributions Account,
      Matching Contributions Account, Employer Contributions Account (Part 1) and
      Rollover Account at all times.  The full amount credited to a
      Participant’s Employer Contributions (Part 2) Account shall be deemed 100%
      vested in him or her when he or she terminates employment by reason of his
      or
      her Normal Retirement, Deferred Retirement, Disability or death regardless
      of
      the number of his or her Years of Service.  Any amount credited to a
      Participant’s Account with respect to the Employer’s contribution for the Plan
      Year in which his or her participation terminates for one of the reasons
      enumerated in the foregoing sentence shall also be completely vested at the
      time
      of such allocation.  In addition, the entire amount in the Accounts of
      all affected Participants shall be completely vested upon partial or complete
      termination of the Plan or complete discontinuance of Employer contributions
      to
      the Accounts of such affected Participants.

     

    6.1.2  Effective
      as of July 1, 2007, except as otherwise provided in an Appendix to the
      Plan, the Employer Contributions Account (Part 2) of a Participant who is
      credited with an Hour of Service on or after such date will be 100%
      vested.

     

    6.2  Forfeitures.  Forfeitures
      shall occur upon the earlier of the following events:

     

    6.2.1  When
      a
      Participant incurs his or her fifth consecutive One-Year Break in Service
      following his or her Termination of Service, that portion of the Participant’s
      Employer Contributions Account (Part 2) in which he is not vested shall be
      forfeited.

     

    6.2.2  When
      a
      Participant Terminates his or her Service, and a distribution of Plan benefits
      is made in full or commences to be made to such Participant, that portion of
      his
      or her Accounts in which he or she is not vested will be forfeited as of the
      end
      of the Plan Year in which such distribution is made or commences.  If
      the value of a Participant’s vested Employer Contributions Account (Part 2) is
      zero, such Participant will be deemed to have received a zero dollar
      distribution of his or her Account on the last day of the Plan Year during
      which
      he or she Terminates Service.

     

    6.2.3  Forfeitures
      will be used to pay expenses incurred by the Plan during such Plan
      Year.

     

    6.3  Vesting
      Computation Period.  The
      computation of Years of Service for vesting purposes shall be made on the basis
      of the Plan Year.

     

    6.4  Amendment
      to Vesting Schedule.

     

    6.4.1  If
      the
      Plan is amended to provide for a change to the vesting schedule, then with
      respect to any Employee who is a Participant on (i) the date the amendment
      is
      adopted or (ii) the date the amendment is effective, whichever is later, the
      nonforfeitable percentage of such Employee’s right to that portion of his or her
      Employer-derived account balance (determined as of such date) shall not be
      less
      than his or her nonforfeitable percentage computed under the Plan without regard
      to such amendment.

     

    6.4.2  In
      the
      event of an amendment to the Plan’s vesting schedule, or a change to or from the
      top-heavy vesting schedule described in Section 12.4, each Participant
      whose nonforfeitable percentage of his or her Employer-derived account balance
      was determined under the prior vesting schedule, and who has completed at least
      three Years of Service with the Employer, may elect, during the election period,
      to have the nonforfeitable percentage of his or her account balance derived
      from
      Employer contributions determined without regard to such
      amendment.  Each Participant eligible for such election shall make
      such election during the period commencing on the date the Plan amendment is
      adopted and ending no earlier than the latest of the following
      dates:

     

    (a)  the
      date
      which is 60 days after the day the Plan amendment is adopted,

     

    (b)  the
      date
      which is 60 days after the date the Plan amendment becomes effective,
      or

     

    (c)  the
      date
      which is 60 days after the day the Participant is issued written notice of
      the
      Plan amendment by either the Employer or the Plan Administrator.

     

    A
      Participant shall be considered to have completed three Years of Service if
      such
      Participant has completed three Years of Service, with the Employer prior to
      the
      expiration of the election period described above in this
      Section 6.4.2.

     

    7.  DISTRIBUTION
      OF BENEFITS

     

    7.1  Methods
      of Distribution.

     

    7.1.1  Employer
      Stock Account. The
      vested amount credited to the Participant’s Employer Stock Account shall be
      distributed in a single lump sum.  Distributions under this
      Section 7.1.1 shall be made in cash or Employer Stock, as elected by the
      Participant.

     

    7.1.2  Other
      Accounts.  Except
      as otherwise provided in Appendix A, a Participant who retires, is Disabled
      or
      Terminates Service for any reason, shall receive the vested value of his or
      her
      Pretax Contributions Account, Employer Contributions Account, Matching
      Contributions Account and Rollover Account in a single lump sum payment in
      cash,
      except for any amount described in Section 7.1.1.

     

    7.2  Time
      of Distribution.

     

    7.2.1  No
      Discretion of Committee.  Distribution
      of a Participant’s vested Account shall be made or shall commence at such time
      as may be specified in this Article 7.  Notwithstanding any other
      provision of this Plan, except with respect to hardship distributions, no
      amounts allocated to a Participant’s Pretax Contributions Account may be
      distributed to the Participant (or his or her Beneficiary) earlier than upon
      one
      of the following events:

     

    (a)  Participant
      attains age 59-1/2;

     

    (b)   Participant
      retires;

     

    (c)  Participant
      becomes Totally Disabled;

     

    (d)  Participant
      terminates his or her employment with the Employer prior to
      Retirement;

     

    (e)  Participant
      dies;

     

    (f)  termination
      of the Plan without establishment of a successor plan; or

     

    (g)  date
      of
      the sale or other disposition by the Company to an unrelated corporation, which
      does not maintain the Plan, of substantially all of the assets (within the
      meaning of Section 409(d)(2) of the Code) used by such Company in a trade or
      business of such Company.  This rule applies only with respect to an
      Employee who continues employment with the corporation acquiring such
      assets.  The sale of 85% of the assets used in a trade or business
      will be deemed a sale of “substantially all” the assets used in such trade or
      business.

     

    Notwithstanding
      the above, the Plan Administrator shall permit payment prior to the
      Participant’s termination of employment, retirement or attainment of age 59-1/2
      if the payment is made to an “Alternate Payee” under a Qualified Domestic
      Relations Order within the meaning of Code § 414(p).

     

    7.2.2  Normal
      Retirement.  A
      Participant who has satisfied the age and service requirements for Normal
      Retirement and who retires on his or her Normal Retirement Date shall be
      entitled to begin receiving his or her benefits within 60 days following the
      last day of the Plan Year in which his or her Normal Retirement Date occurs,
      unless the Participant elects to defer his or her distribution to a later
      date.

     

    7.2.3  Deferred
      Retirement.   A
      Participant who has satisfied the age and service requirements for Normal
      Retirement but who continues to be employed by the Employer shall be entitled
      to
      begin receiving his or her benefits within 60 days following the last day of
      the
      Plan Year in which he ceases to be an Employee of the Employer, unless the
      Participant elects to defer his or her distribution to a later
      date.

     

    7.2.4  Termination
      of Service.

     

    (a)  This
      paragraph applies with respect to the distribution of a Participant’s Accounts,
      if the value of such Accounts is greater than $1,000 and does not exceed
      $5,000.  A Participant’s Rollover Account shall not be included for
      the purpose of determining whether the value of a Participant’s Accounts does
      not exceed $5,000.  If the Participant does not elect to have such
      distribution paid directly to an “eligible retirement plan” specified by the
      Participant in a direct rollover (in accordance with Section 7.11, below)
      or to receive the distribution directly, then the Committee shall direct the
      distribution of such amount in a direct rollover of cash to an individual
      retirement account designated by the Committee.  If the value of a
      Participant’s Accounts is $1,000 or less (taking into account the value of a
      Rollover Account), unless the Participant elects to have his or her distribution
      paid directly to an “eligible retirement plan” specified by the Participant in a
      direct rollover (in accordance with Section 7.11, below) or to receive the
      distribution directly, the Committee shall direct the distribution of such
      amounts to the Participant in cash.  A distribution under this
      Section 7.2.4 shall be made as soon as administratively practicable
      following a Participant’s termination of employment.

     

    (b)  A
      former
      Participant whose distribution commenced or has been fully received under
      Section 7.2.4(a) and who is reemployed before incurring five consecutive
      One Year Breaks in Service shall have the right to repay the full amount
      distributed to him at any time before the earlier of (a) the Vesting Computation
      Period within which the Participant incurs the fifth consecutive One Year Break
      in Service or, (b) the fifth anniversary of his or her Reemployment Commencement
      Date.  Upon such repayment, the Committee shall restore to the former
      Participant’s Account an amount equal to the balance in the former Participant’s
      Account at the date of the distribution described in
      Section 7.2.4(a).  No adjustment of the former Participant’s
      Account shall be made in order to reflect gains or losses arising subsequent
      to
      the date of the distribution described in Section 7.2.4(a).  For
      purposes of this section, a Participant who terminates employment at a time
      when
      he or she has no vested interest shall be deemed to have received a distribution
      in the amount of zero dollars as soon as administratively practicable after
      his
      or her termination of employment.

     

    7.2.5  Death.

     

    (i)  General
      Rule.  Effective as of July 1, 2007, a Participant’s benefits will
      be paid not later than one year after the close of the Plan Year in which the
      Participant dies, unless the Beneficiary of the Participant elects to defer
      the
      payment of benefits to a later date, subject to the restrictions set forth
      below.

     

    (ii)  Death
      After Commencement of Benefits.  If the distribution of a
      Participant’s vested interest has begun and the Participant dies before his or
      her entire interest has been distributed to him, the remaining portion of such
      interest must be distributed at least as rapidly as under the method of
      distribution selected as of his or her date of death.

     

    (iii)  Death
      Before Commencement of Benefits -- Latest Deferral by
      Beneficiary.  If the Participant dies before distribution of his
      or her interest commences, the Participant’s entire interest must be distributed
      no later than December 31 of the calendar year which contains the fifth
      anniversary of the date of the Participant’s death except to the extent that an
      election is made by the Beneficiary to receive distributions in accordance
      with
      (a) or (b) below:

     

    (a)  If
      any
      portion of the Participant’s interest is payable to a designated Beneficiary,
      distributions may be made in substantially equal installments over the life
      or
      life expectancy of the designated Beneficiary commencing no later than December
      31 of the calendar year immediately following the calendar year in which the
      Participant died.

     

    (b)  If
      the
      designated Beneficiary is the Participant’s surviving spouse, the date
      distributions are required to begin in accordance with subparagraph (a) above
      shall not be earlier than December 31 of the calendar year in which the
      Participant would have attained age seventy and one-half (70 1/2), and, if
      the
      spouse dies before payments begin, subsequent distributions shall be made as
      if
      the spouse had been the Participant.

     

    7.2.6  Additional
      Distribution and Payment Requirements.  Notwithstanding
      any provision of this Plan to the contrary, unless the Participant or
      Beneficiary otherwise elects, distribution of the Participant’s Account must
      commence no later than one year after the close of the Plan Year:  (1)
      in which the Participant terminates employment on or after attainment of his
      or
      her Normal Retirement Age or as a result of his or her Disability or death;
      or
      (2) which is the fifth Plan Year following the Plan Year in which the
      Participant Terminates Service, unless he is reemployed by the Employer before
      such time.

     

    7.2.7  Disability.  A
      Participant who terminates employment as a result of his or her Disability
      shall
      be entitled to the commencement of his or her benefits as provided in
      Section 7.2.4.  In the event that the Committee determines that a
      Participant’s Disability is permanent, the benefit he receives hereunder shall
      be considered a payment for the loss of use of a bodily function unrelated
      to
      the period of his or her absence from work under Section 105(c) of the
      Code.

     

    7.3  General
      Rules for Minimum Required Distributions.

     

    Beginning
      on and after January 1, 2003,
      all distributions under the Plan shall be made in accordance with Section
      401(a)(9) of the Code, including the incidental death benefits requirement
      of
      Section 401(a)(9)(G) of the Code, and the final and temporary Treasury
      Regulation Sections 1.401(a)(9)-1 through 1.401(a)(9)-9 that were published
      by
      the Internal Revenue Service during April, 2002.  Such Code and
      Treasury Regulation provisions are incorporated into the Plan by reference
      and
      shall override any inconsistent provisions of the Plan.

     

    Beginning
      on and after January 1, 2003, for purposes of this Section, life expectancies
      will be computed by use of the expected return multiples as published in the
      applicable Treasury Regulations, using the calculation methods required therein,
      and as described in the applicable Treasury Regulation provisions under Section
      401(a)(9) of the Code.

     

    Notwithstanding
      any other provision of the Plan, no distribution of benefits under the Plan
      shall commence to be made or be made in full any later than 60 days following
      the latest of the close of the Plan Year in which a Participant attains his
      or
      her Normal Retirement Date or Deferred Retirement Date, Terminates his or her
      Service or attains the tenth anniversary of his or her commencement of Plan
      participation; provided, however, effective for calendar year 1997 and
      thereafter, a Participant’s benefits shall be distributed or commence to be
      distributed to him not later than April 1 of the calendar year following the
      later of the calendar year in which he attains age seventy and one-half (70
1⁄2)
      or retires, except that benefit distributions to a five percent (5%) owner
      must
      commence by April 1 of the calendar year in which the Participant attains age
      70
1⁄2.  A Participant is treated as a five percent (5%) owner for purposes
      of this section if such Participant is a five percent (5%) owner, as defined
      in
      Section 416 of the Code, at any time during the Plan Year ending with or within
      the calendar year in which such owner attains age 70 1⁄2.  Once
      distributions have begun to a five percent (5%) owner under this section, they
      must continue to be distributed, even if the Participant ceases to be a five
      percent (5%) owner in a subsequent year.

     

    7.4  Reserved.

     

    7.5  Retroactive
      Distributions.  If
      the amount of any distribution required to be made or to commence on the date
      determined under this Article 7 cannot be ascertained by such date, a payment
      retroactive to such date may be made no later than 60 days after the earliest
      date on which the amount of such distribution can be ascertained under the
      Plan.

     

    7.6  No
      Payment of Benefits While Employed.  No
      benefits shall be paid to any Participant under this Plan who is under age
      59
      and 1⁄2 while he or she is still employed by the Employer.  If benefit
      payments have commenced, such benefits shall not continue and payment thereof
      shall be suspended for any period during which the Participant is employed
      by
      the Employer subsequent to the commencement of payment of such
      benefits.  Upon cessation of employment of the Participant, benefit
      payments to which he is then entitled shall be resumed and payable from the
      balance in his or her Account.

     

    7.7  Valuation
      of Interest.  The
      interest of a Participant in his or her Accounts which shall have become
      distributable hereunder shall be valued as of the Valuation Date immediately
      preceding the date such interest is to be distributed.  For example,
      in the case of a distribution over a period of time the value of a Participant’s
      Accounts will be valued as of the Valuation Date immediately preceding the
      date
      of each distribution.

     

    7.8  Reserved.

     

    7.9  Responsibility
      of Employer Regarding Benefits.  Any
      distribution to any Participant, or to his or her legal representative or
      Beneficiary, in accordance with the provisions of the Plan, shall to the extent
      thereof be in full satisfaction of all claims hereunder against the Trustee,
      the
      Committee or the Employer, any of whom may require such Participant, legal
      representative or Beneficiary as a condition precedent to such distribution
      to
      execute a receipt therefor in such form as shall be determined by the Trustee,
      the Committee or the Employer, as the case may be.  The Employer and
      the Trustee do not guarantee the Trust, the Participants, former Participants
      or
      their Beneficiaries against loss of or depreciation in value of any right or
      benefit that any of them may acquire under the terms of this
      Plan.  All of the benefits distributable hereunder shall be paid or
      provided for solely from the Trust, and the Employer and the Trustee do not
      assume any liability or responsibility therefor.

     

    7.10  Deferral
      of Payment of Benefits During Period of Consideration of Domestic Relations
      Order; Distribution to Alternate Payee Before Event Permitting Distribution
      to
      Participant.  Notwithstanding
      any other provision of the Plan, to the extent permitted by Section 414(p)
      of the Code and other applicable law, the Committee may defer payment of a
      Participant’s benefits beyond the date otherwise provided in the Plan in the
      event that the Committee, in its discretion, determines that such deferral
      is
      necessary for it to consider whether a domestic relations order is a qualified
      domestic relations order (under Code Section 414(p)) or when the Committee
      becomes informed that an “alternate payee” (as defined in Code
      Section 414(p)) is seeking such an order with respect to the Participant’s
      benefits.

     

    A
      distribution may be made to an alternate payee prior to a Participant’s
      Termination of Service, if provided in a qualified domestic relations
      order.

     

    7.11  Direct
      Rollovers.

     

    (a)  Distributee
      Election.  Notwithstanding any provision of the Plan to the
      contrary that would otherwise limit a Distributee’s election under this
      Section 7.11, a Distributee may elect, at the time and in the manner
      prescribed by the Plan Administrator, to have any portion of an Eligible
      Rollover Distribution paid directly to an Eligible Retirement Plan specified
      by
      the Distributee in a Direct Rollover.  

     

    (b)  Definitions.

     

    (i)  Eligible
      Rollover Distribution.  An
      Eligible Rollover Distribution is any distribution of all or any portion of
      the
      balance to the credit of the Distributee, except that an Eligible Rollover
      Distribution does not include any distribution that is one of a series of
      substantially equal periodic payments (not less frequently than annually) made
      for the life (or life expectancy) of the Distributee or the joint lives (or
      joint life expectancies) of the Distributee’s designated beneficiary, or for a
      specified period of ten years or more; any distribution to the extent such
      distribution is required under Section 401(a)(9) of the Code; and the portion
      of
      any distribution that is not includible in gross income (determined without
      regard to the exclusion for net unrealized appreciation with respect to employer
      securities).

     

    (ii)  Eligible
      Retirement Plan.  An Eligible Retirement Plan is an individual
      retirement account described in Section 408(a) of the Code, an individual
      retirement annuity described in Section 408(b) of the Code; an annuity plan
      described in Section 403(a) of the Code, or a qualified trust described in
      Section 401(a) of the Code, that accepts the Distributee’s Eligible Rollover
      Distribution.  However, in the case of an Eligible Rollover
      Distribution to the surviving spouse, an Eligible Retirement Plan is an
      individual retirement account or individual retirement annuity.

     

    (iii)  Distributee.  A
      Distributee includes an Employee or former Employee.  In addition, the
      Employee’s or former Employee’s surviving spouse and the Employee’s or former
      Employee’s spouse or former spouse who is the alternate payee under a qualified
      domestic relations order, as defined in Section 414(p) of the Code, are
      Distributees with regard to the interest of the spouse or former
      spouse.  Effective for distributions made on or after July 1, 2007, a
      Distributee shall include a Beneficiary who is not the surviving spouse of
      a
      deceased Participant but only where the distribution to such Beneficiary is
      to
      be made in the form of a direct trustee-to-trustee transfer from the Plan to
      an
      individual retirement account described in Code Section 408(a) or an individual
      retirement annuity described in Code Section 408(b), other than an
      endowment contract.

     

    (iv)  Direct
      Rollover.  A Direct Rollover is a payment by the Plan to the
      Eligible Retirement Plan specified by the Distributee.

     

    (c)  Direct
      Rollovers of Plan Distributions After December 31, 2001.

     

    (i)  Effective
      Date.  This section shall apply to distributions made after
      December 31, 2001.

     

    (ii)  Modification
      of Definition of Eligible Retirement Plan.  For purposes of the
      Direct Rollover Provisions in Sections 7.11(a) and (b) of the Plan, an Eligible
      Retirement Plan shall also mean an “Annuity Contract” described under Section
      403(b) of the Code and an eligible plan under Section 457(b) of the Code which
      is maintained by a state, political subdivision of a state, or any agency or
      instrumentality of a state or political subdivision of a state and which agrees
      to separately account for amount transferred into such plan from this
      Plan.  The definition of Eligible Retirement Plan shall also apply in
      the case of a distribution to a surviving spouse or to a spouse or former spouse
      who is the alternate payee under a qualified domestic relation order, as defined
      in Section 414(p) of the Code.

     

    8.  BENEFICIARIES

     

    8.1  Designation.  Each
      Participant shall have the right to designate, in accordance with the rules
      and
      procedures prescribed by the Committee, a Beneficiary or Beneficiaries to
      receive the benefits herein provided in the event of his or her death and shall
      have the right at any time to revoke such designation or to substitute another
      such Beneficiary or Beneficiaries.  Notwithstanding the foregoing,
      however, designation of a Beneficiary other than the Participant’s surviving
      spouse shall be invalid unless such surviving spouse consents to, and
      acknowledges the effect of, such designation in a writing which is witnessed
      by
      a notary public or a Plan representative; provided, however, no such consent
      shall be required if it is established to the satisfaction of the Committee
      that
      the consent required hereunder may not be obtained because there is no spouse,
      or because the spouse cannot be located, or because of such other circumstances
      as may be prescribed by regulations under Code Section 417(a)(2).

     

    8.2  Absence
      of Valid Designation of Beneficiaries.  If,
      upon the death of a Participant, former Participant or Beneficiary, there is
      no
      valid designation of Beneficiary on file, the Committee shall designate as
      the
      Beneficiary, in order of priority: (i) the surviving spouse; (ii) surviving
      children, including adopted children; (iii) surviving parents; or (iv) the
      Participant’s estate.

     

    9.  TRUST
      AND THE TRUSTEE

     

    9.1  Board
      to Select Trustee.  The
      Board shall select a Trustee to hold and invest the Trust Fund in accordance
      with the terms of a trust agreement and/or other contract.  The
      Trustee shall be an individual or individuals, a bank or trust company
      incorporated under the laws of the United States or of any state and qualified
      to operate as a Trustee or shall be a legal reserve life insurance company
      or a
      combination of such entities.  The Board may, from time to time,
      change the Trustee then serving under the trust agreement and/or other contract
      to another Trustee or elect to terminate the trust and/or other contract and
      hold the Plan assets in any other method acceptable under ERISA.

     

    10.  ADMINISTRATION
      OF PLAN

     

    10.1  Named
      Fiduciary for Plan Administration.  The
      Committee shall be the “Named Fiduciary” within the meaning of Section 402(a) of
      ERISA with respect to the control and management of the operation and
      administration of the Plan and as such shall thereby be the “Plan Administrator”
within the meaning of Section 3(16) of ERISA and Section 414(g) of the
      Code.  The Committee may delegate its authority and designate an
      individual to act as the Plan Administrator and to take any actions required
      of,
      or permitted by, the Committee hereunder.

     

    10.2  Composition
      of Committee.

     

    10.2.1  The
      Board
      of Directors shall appoint an Administrative Committee which shall administer
      the Plan.  The Company shall certify to the Trustee the names and
      specimen signatures of the members of the Administrative
      Committee.  Each member of the Administrative Committee shall serve at
      the pleasure of the Board of Directors.

     

    10.2.2  Any
      member of the Committee may resign by written instrument addressed to the
      Employer and may be removed by the Board of Directors with or without
      cause.  While a vacancy exists, the remaining member(s) of the
      Committee may perform any act which the Committee is authorized to
      perform.  The decisions of the majority of the number of members of
      the Committee then in office shall constitute the final and binding act of
      the
      Committee.  The Committee may act with or without a meeting being
      called.  Action taken without a meeting shall be by unanimous written
      consent of the members of the Committee.  The Committee shall keep
      minutes of all meetings held and a record of all actions taken by written
      consent.

     

    10.3  Powers
      of Committee.  The
      Committee shall administer the Plan in accordance with its terms and applicable
      law and shall have all necessary and appropriate powers to carry out the
      provisions of the Plan.  The Committee shall have full discretion and
      the exclusive right: (i) to interpret the Plan (ii) to decide any and all
      matters arising hereunder (including the right to remedy possible ambiguities,
      inconsistencies or admissions), (iii) to make, amend and rescind such rules
      as
      it deems necessary for the proper administration of the Plan and (iv) to make
      all other determinations necessary or advisable for the administration of the
      Plan, including determinations regarding eligibility for benefits and the
      amounts of benefits under the Plan.  Any action or determination of
      the Committee involving the administration, application or interpretation of
      the
      Plan or eligibility for benefits under the Plan shall be final, conclusive
      and
      binding on all persons.  In particular, but not by way of limitation,
      the Committee shall have the following powers and duties:

     

    10.3.1  To
      resolve all questions respecting administration, interpretation and application
      of the Plan.  The Committee’s determination shall be binding and
      conclusive.

     

    10.3.2  To
      resolve all questions respecting eligibility for participation, eligibility
      for
      receipt of benefits, and the amount of benefits.  The Committee’s
      determination shall be binding and conclusive.

     

    10.3.3  To
      keep
      or cause to be kept all records necessary to determine the interests of each
      Participant in the Plan and for purposes of complying with the reporting and
      disclosure requirements of ERISA.

     

    10.3.4  To
      instruct the Trustee regarding the distribution of benefits under the
      Plan.

     

    10.3.5  To
      authorize the incurring of expenses for the administration of the
      Plan.

     

    10.3.6  To
      receive and resolve claims for denied benefits pursuant to the claims procedure
      specified in Section 13.4.

     

    10.3.7  To
      prepare or cause to be prepared, published and/or distributed the reports and
      other documents required by law to be furnished to Plan Participants or their
      Beneficiaries, and to governmental agencies.

     

    10.3.8  To
      act as
      agent for service of legal process on the Plan, for which purpose the Secretary
      of the Committee shall be the designated individual upon whom legal process
      is
      to be served.

     

    10.3.9  To
      communicate to any person who has the authority for Plan investments under
      the
      Trust such information regarding Plan operations as may be necessary or helpful
      to coordinate Plan investment policy with the Plan’s requirements for funds to
      pay expenses and benefits as they become due.

     

    10.4  Named
      Fiduciary for Control of Plan Assets.  The
      Committee shall be the “Named Fiduciary” within the meaning of Section 402(a) of
      ERISA with respect to the control and management of Plan assets and shall
      sometimes be referred to herein as the “Named Fiduciary for Control of Plan
      Assets.”

     

    10.5  Powers
      of Trustee.  The
      Trustee of the Trust established to hold the assets of the Plan shall hold
      the
      Trust Fund subject to the following:

     

    10.5.1  The
      Trustee shall be subject to the written directions of the Named Fiduciary For
      Control of Plan Assets; and

     

    10.5.2  The
      Committee, in its discretion, may permit participants to direct the Trustee
      as
      to the investment of the Participants Pretax Contributions Account, Matching
      Contributions Account and Rollover Accounts in one or more investment funds
      which shall be selected by the Committee.Despite the Participants’ control over
      the investment of the Plan assets, the Trustee may decline to follow a
      Participant’s direction if such direction will result in Internal Revenue Code
      Section 512 unrelated business taxable income to the Plan, result in a
      prohibited transaction, jeopardize the qualified status of the Plan or violate
      the terms of the Plan.  If permitted by the Committees each
      Participant shall select the investment fund or funds in which aforementioned
      accounts will be invested, in accordance with Section 4.5.  If a
      Participant fails to make such a direction, such accounts shall be invested
      as
      determined by the Committee.

     

    10.5.3  The
      Named
      Fiduciary For Control of Plan Assets may delegate authority to manage, acquire
      or dispose of all or a part of the Trust Fund to an Investment Manager or
      Managers meeting the requirements of ERISA Section 3(38).  Such
      Investment Manager shall acknowledge in writing that he satisfies the
      requirements of said Section and that he is a fiduciary with respect to the
      Plan.

     

    10.6  Funding
      Policy.  Except
      as provided in Section 10.14, the Named Fiduciary For Control of Plan
      Assets shall establish the investment objectives and funding policy for the
      Plan
      and shall meet from time to time to review those objectives and policies and
      determine the short-run and long-run financial needs of the Plan, including,
      but
      not limited to the need for liquidity in Plan assets.  The investment
      objectives, funding policy and financial needs of the plan as so determined,
      and
      any changes therein, shall be communicated to the Investment Manger who has
      the
      authority for Plan investments under the Trust.

     

    10.7  Reserved.

     

    10.8  Allocation
      and Delegation of Fiduciary Responsibilities.  The
      Committee may allocate to one or more of its members and may delegate to any
      other persons or organizations any of its responsibilities and powers with
      respect to the operation and administration of the Plan.  Any such
      allocation or delegation shall be reviewed periodically by the Committee and
      shall be terminable upon such notice as it, in its sole discretion, deems
      reasonable and prudent under the circumstances.  However, the Named
      Fiduciary For Control of Plan Assets may not allocate its responsibility to
      control or manage the assets of the Plan, other than to delegate such authority
      to an Investment Manager as provided in Section 10.5.

     

    10.9  Employment
      of Advisors.  Any
      Named Fiduciary (or any person or organization to whom its responsibilities
      and
      powers have been delegated under Section 10.8) may employ persons or
      organizations to give advice or render services with respect to its duties
      hereunder; provided, however, that no such person or organization who is so
      employed shall have any discretionary authority or discretionary responsibility
      in the management, operation or administration of the Plan.  Thus,
      without limitation, actuaries, attorneys, accountants and administrative
      consultants may be employed to render advice and services to the
      Plan.

     

    10.10  Standard
      of Care.  In
      discharging each of the duties and responsibilities assigned to it under this
      Plan, each Named Fiduciary (or any person or organization to whom fiduciary
      responsibilities and powers have been delegated) shall act solely in the
      interests of the Participants and Beneficiaries of the Plan and with the care,
      skill, prudence and diligence under the circumstances then prevailing that
      a
      prudent man acting in a like capacity and familiar with such matters would
      use
      in the conduct of an enterprise of a like character and with like
      aims.  In the exercise of any discretion no Named Fiduciary or other
      person or organization shall discriminate in favor of Participants who are
      officers, stockholders or highly compensated employees.  No individual
      may participate in any decision which directly relates to his or her interest
      as
      a Participant in the Plan.

     

    10.11  Service
      in More Than One Fiduciary Capacity.  Any
      person or group of persons may serve in more than one fiduciary capacity with
      respect to the Plan, including, but not limited to, service both as Trustee
      and
      Plan Administrator.

     

    10.12  Compensation
      and Payment of Expenses.  No
      Named Fiduciary shall receive any compensation for acting as such, but the
      Trustee, as directed by the Committee, shall pay from the assets of the Trust
      for the reasonable expenses of administering the Plan, including the reimbursing
      of the Committee for all necessary and proper expenses incurred in carrying
      out
      their duties under this Plan.  The Employer, may, in its discretion,
      pay the expenses described in the previous sentence.  Costs and
      expenses applicable to particular investment funds, Accounts, or transactions
      (e.g., loan fees, brokerage expenses, responses to tender or proxy matters)
      may,
      at the discretion of the Committee, be charged to the particular fund(s),
      Account(s), or transaction(s) involved.

     

    10.13  Indemnification.  The
      Employer shall indemnify, defend and hold harmless the Committee, and each
      member thereof, the Plan Administrator, and any other persons to whom any
      fiduciary duty with respect to the Plan is allocated or delegated pursuant
      Section 10.8, from and against any and all liabilities, claims, demands,
      costs and expenses, including attorney’s fees, arising out of an alleged breach
      in the performance of their fiduciary duties under the Plan and under ERISA,
      other than such liabilities, claims, demands, costs and expenses as may result
      from the gross negligence or willful misconduct of such persons.  The
      Employer shall have the right, but not the obligation, to conduct the defense
      of
      such persons in any proceeding to which this Section 10.13
      applies.  In lieu of the foregoing, the Employer may satisfy its
      obligations under this Section 10.13 through the purchase of a policy or
      policies of insurance providing equivalent protection.  This
      Section 10.13 shall not apply to the Trustee.

     

    10.14  Reserved.

     

    10.15  Voting
      of Shares of Employer Stock.  Each
      Participant or Beneficiary shall have the right to direct the Trustee as to
      the
      voting of shares allocated to his or her Account with respect to any matter
      which such shares of Employer Stock are entitled to vote.  The
      Committee shall establish such procedures as it considers necessary with respect
      to the voting of shares.

     

    10.16  Divestment
      Requirements.  Effective
      as of July 1, 2007, the following rules shall apply:

     

    10.16.1  As
      used in this Section 10.16 the
      following terms shall have the meaning prescribed below:

     

    (a)   “Applicable
      Individual” means a Participant who has been credited with at least three years
      of service, an “alternate payee” (as defined in Section 7.10) of such a
      Participant and a Beneficiary of any deceased Participant.

     

    (b)  “Year
      of
      Service” has the meaning described in Section 1.42 and shall include
      (i) Years of Service credited prior to July 1, 2007, and
      (ii) Years of Service credited under Appendix A.

     

    10.16.2  Subject
      to the rules set forth in
      Section 10.16.4, a Participant who is an Applicable Individual prior to the
      first day of a calendar quarter, with respect to his or her Employer Stock
      Account, may direct the Employer to divest Employer Stock and reinvest the
      proceeds in one or more investment options available under the
      Plan.

     

    10.16.3  The
      Plan Administrator shall prescribe
      rules and procedures for Applicable Individuals who wish to divest Employer
      Stock pursuant to this Section 10.16; provided, however, that such divestment
      will be permitted at least once in each calendar quarter of the Plan
      Year.

     

    10.16.4  With
      respect to Employer Stock
      contributed to the Plan before July 1, 2007 and allocated to a
      Participant’s Account, the right of an Applicable Individual under
      Section 10.16.2 is restricted to the following percentage of such Employer
      Stock:

     

    
      	
              Plan
                Year

            	
              Percentage

            
	
              2007-2008

            	
              33%

            
	
              2008-2009

            	
              66%

            
	
              2009-2010

            	
              100%

            


    

    


    Notwithstanding
      the foregoing, the percentage limitation described above shall not apply to
      the
      Employer Stock Account of an Applicable Individual who, before July 1,
      2006, attained age 55 and completed at least three Years of
      Service.

     

    11.  AMENDMENT
      AND TERMINATION

     

    11.1  Amendment.  Because
      future changes in applicable law or other circumstances may require or make
      advisable the clarification, modification or amendment of this Plan, the Company
      reserves the right to amend the Plan at any time, and from time to time, in
      whole or in part, by adopting a resolution that adopts or sets forth such
      amendment.  Such power to amend includes the right, without
      limitation, to make retroactive amendments in accordance with Section 401(b)
      of
      the Code (as amended by Section 1023 of ERISA); however, such right to amend
      the
      Plan shall be subject to the provisions of Paragraph 11.3.

     

    11.2  Termination,
      Partial Termination or Complete Discontinuance of Contributions

     

    11.2.1  Although
      the Company has established the Plan with the bona fide intention and
      expectation that it will be able to make contributions indefinitely, no Employer
      is under any obligation or liability whatsoever to continue its contributions
      to
      or to maintain the Plan for any given length of time.  Each Employer,
      in its sole and absolute discretion, may discontinue its contributions or
      terminate its participation in the Plan without any liability whatsoever for
      such discontinuance or termination.  The Board of Directors of the
      Company may terminate the Plan in its absolute discretion of at any
      time.  If the Plan is terminated or partially terminated or if
      contributions of an Employer are completely discontinued, the rights of all
      affected Participants in their accounts shall thereupon become no forfeitable
      notwithstanding any other provisions of the Plan.  The Trust, however,
      shall continue until all Participants’ accounts have been completely distributed
      to or for the benefit of the Participants in accordance with the
      Plan.

     

    11.2.2  Upon
      termination of the Plan, the Committee may, in its discretion, direct the
      Trustee either to freeze the Trust and distribute benefits in accordance with
      the terms of the Plan or to distribute the assets of the Trust Fund after making
      payment of all expenses and taxes, if any, properly chargeable against Plan
      assets.

     

    Distributions
      will be made in such manner as the Committee may determine and such
      determination by the Committee shall be conclusive upon all
      persons.

     

    11.3  No
      Reversion.

     

    11.3.1  The
      Company shall have no power to amend or terminate the Plan in such a manner
      as
      would cause or permit any part of the assets in the Trust to be diverted to
      purposes other than for the exclusive benefit of Participants or their
      Beneficiaries or as would cause or permit any portion of such assets to revert
      to or become the property of an Employer.  Further, an Employer shall
      have no right to modify or amend the Plan retroactively in such a manner as
      to
      reduce the benefits of any Participant or his or her Beneficiary accrued under
      the Plan by reason of contributions made by the Employer prior to the
      modification or amendment except to the extent that such reduction is permitted
      by ERISA.

     

    11.3.2  Contributions
      to the Plan are conditioned on their deductibility under Section 404 of the
      Code, and notwithstanding any other provision of this Plan, to the extent a
      deduction for any such contribution is disallowed, the Trustee, at the direction
      of the Committee, shall, within one year after the date of the disallowance
      of
      the deduction, return to the Employer the then value of the disallowed portion
      of the contribution.

     

    11.3.3  Notwithstanding
      any other provision of this Plan, if a contribution is made under a mistake
      of
      fact (including, but not limited to, arithmetical errors in calculating the
      amounts to be contributed, errors in determining the existence or amount of
      net
      profits or accumulated earnings and profits, errors in determining the eligible
      Participants whose compensation may be considered and the amount of compensation
      of eligible Participants), the Trustee, at the direction of the Committee,
      shall, within one year after the payment of the contribution, return to the
      Employer the then value of the mistaken contribution.

     

    12.  TOP-HEAVY
      PLAN RULES

     

    If
      the
      Plan is or becomes a Top-Heavy Plan, the provisions of this Article 12 will
      supersede any conflicting provisions in the Plan.

     

    12.1  Definitions.  For
      purposes of applying the provisions of this Article 12:

     

    12.1.1   “Key
      Employee” shall mean any Employee or former Employee (and the Beneficiaries of
      such Employee or Former Employee) who at any time during the Determination
      Period was (i) an officer of the Employer whose annual Compensation exceeds
      50
      percent of the dollar limitation under Code Section 415(b)(1)(A) (however,
      no
      more than the lesser of (A) fifty Employees or (B) the greater of three
      Employees or 10% of the Employer’s Employees shall be treated as officers), (ii)
      an owner (or individual who is considered an owner under Code Section 318)
      of one of the ten largest interests in the Employer whose Compensation exceeds
      100 percent of such dollar limitation (if two Employees have the same interest,
      the Employee with the greater annual Compensation shall be treated as having
      a
      larger interest), (iii) a 5-percent owner of the Employer, or (iv) a 1-percent
      owner of the Employer whose annual Compensation exceeds $150,000.  The
      Determination Period is the Plan Year containing the Determination Date and
      the
      four preceding Plan Years.  Determinations regarding Key Employees
      will be made in accordance with Section 416(1) of the Code and the regulations
      thereunder.

     

    12.1.2   “Top-Heavy
      Plan” shall mean this Plan, if.

     

    (a)  The
      Top-Heavy Ratio for this Plan exceeds 60 percent and this Plan is not part
      of a
      Required Aggregation Group or Permissive Aggregation Group of plans;
      or

     

    (b)  This
      Plan
      is a part of a Required Aggregation Group of plans (but not part of a Permissive
      Aggregation Group) and the Top-Heavy Ratio for the Required Aggregation Group
      exceeds 60 percent; or

     

    (c)  This
      Plan
      is a part of a Permissive Aggregation Group of plans and the Top-Heavy Ratio
      for
      the Permissive Aggregation Group exceeds 60 percent.

     

    12.1.3   “Top-Heavy
      Ratio” shall mean the following:

     

    (a)  If
      the
      Employer maintains one or more defined contribution plans (including any
      Simplified Employee Pension Plan) and the Employer has not maintained any
      defined benefit plan under which, during the five-year period ending on the
      Determination Date(s), there have existed accrued benefits, the “Top-Heavy
      Ratio” for this Plan or for the Required or Permissive Aggregation Group, as
      appropriate, is a fraction, the numerator of which is the sum of the account
      balances of all Key Employees as of the Determination Date(s) (including any
      part of any account balances distributed during the five-year period ending
      on
      the Determination Date(s)), and the denominator of which is the sum of all
      account balances (including any part of any account balance distributed in
      the
      five-year period ending on the Determination Date(s)), both computed in
      accordance with Section 416 of the Code and the regulations
      thereunder.  Both the numerator and denominator of the Top-Heavy Ratio
      shall be adjusted to reflect any contribution not actually made as of the
      Determination Date, but which is required to be taken into account on that
      date
      under Section 416 of the Code and the regulations thereunder.

     

    (b)  If
      the
      Employer maintains one or more defined contribution plans (including any
      Simplified Employee Pension Plan) and the Employer also maintains or has
      maintained one or more defined benefit plans under which, during the 5-year
      period ending on the Determination Date(s) there have existed any accrued
      benefits, the Top-Heavy Ratio for the Required or Permissive Aggregation Group,
      as appropriate, shall be a fraction, the numerator of which is the sum of
      account balances under the aggregated defined contribution plan(s) for all
      Key
      Employees, determined in accordance with Section 12.1.3(a) above, and the
      present value of accrued benefits under the aggregated defined benefit plan(s)
      for all Key Employees as of the Determination Date(s), and the denominator
      of
      which is the sum of all account balances under the aggregated defined
      contribution plan or plans, determined in accordance with (a) above, and the
      present value of all accrued benefits under the defined benefit plan(s) as
      of
      the Determination Date(s), all determined in accordance with Section 416 of
      the
      Code and the regulations thereunder.  The accrued benefits under a
      defined benefit plan in both the numerator and denominator of the Top-Heavy
      Ratio shall be adjusted for any distribution of an accrued benefit made in
      the
      five-year period ending on the Determination Date.  Present value
      shall be determined pursuant to the terms of the defined benefit
      plan(s).  The actuarial assumptions must be the same with respect to
      all defined benefit plans described in this Section 12.1.3(b) and such
      actuarial assumptions must be specified in all such plans.

     

    (c)  For
      purposes of Sections 12.1.3(a) and (b), above, the value of account balances
      and
      the present value of accrued benefits will be determined for this Plan as of
      the
      Valuation Date that coincides with the Determination Date, and, for other plans,
      the most recent Valuation Date that falls within or ends with the 12-month
      period ending on the Determination Date, except as provided in Section 416
      of
      the Code and the regulations thereunder with respect to the first and second
      Plan Years of a defined benefit plan.  The account balances and
      accrued benefits of a Participant (1) who is not a Key Employee for a Plan
      Year
      but who was a Key Employee in a prior Plan Year, or (2) who has not been
      employed by the Employer maintaining the plan at any time during the five-year
      period ending on the Determination Date, will be disregarded.  The
      computation of the Top-Heavy Ratio and the extent to which distributions,
      rollovers, and transfers must be taken into account will be made in accordance
      with Section 416, 416(g)(3) and 416(g)(4)(A) of the Code and the regulations
      thereunder.  Deductible employee contributions will not be taken into
      account for purposes of computing the Top-Heavy Ratio.  When
      aggregating plans, the value of account balances and accrued benefits will
      be
      calculated with reference to the Determination Dates that fall within the same
      calendar year.

     

    12.1.4   “Permissive
      Aggregation Group” shall mean the Required Aggregation Group plus any other
      plans of the Employer which, when, considered as a group with the Required
      Aggregation Group, would continue to satisfy the requirements of Code Sections
      401(a)(4) and 410.

     

    12.1.5   “Required
      Aggregation Group” shall mean (i) each qualified plan of the Employer in which
      at least one Key Employee participates and (ii) any other qualified plan of
      the
      Employer which enables a plan described in (i) to meet the requirements of
      Sections 401(a)(4) or 410 of the Code.

     

    12.1.6   “Determination
      Date” shall mean, for any Plan Year subsequent to the first Plan Year, the last
      day of the preceding Plan Year.  For the first Plan Year of the Plan,
      Determination Date shall mean the last day of that Plan Year.

     

    12.1.7   “Valuation
      Date” shall mean, for this Plan, the last day of the Plan Year and, for any
      other Plan, the date indicated in such plan for valuing account balances or
      accrued benefits.

     

    12.1.8   “Super
      Top Heavy Plan” shall mean a Top-Heavy Plan, as defined in Section 12.1.2
      except that “90 percent” shall be substituted for “60 percent” in such
      subparagraph.

     

    12.1.9   “Compensation,”
      for all purposes under this Section 12, shall mean “Limitation
      Compensation,” as defined in Section 4.2.

     

    12.2  Minimum
      Allocations.  This
      Plan guarantees a minimum allocation of Employer contributions and forfeitures
      for a Plan Year on behalf of any Participant who is an Employee on the last
      day
      of the Plan Year and who is not a Key Employee equal to the lesser
      of:  (A) 3% of such Participant’s Compensation or, (B) the largest
      percentage of Employer contributions and forfeitures (as a percentage of the
      first $200,000 of Key Employee’s Compensation, or such larger amount as may be
      prescribed by the Internal Revenue Service) allocated on behalf of any Key
      Employee for that Plan Year.  The minimum allocation is determined
      without regard to any Social Security contribution.  This minimum
      allocation shall be made even though, under other Plan provisions, the
      Participant would not otherwise be entitled to receive an allocation, or would
      have received a lesser allocation for the year because of (A) the Participant’s
      failure to complete 1,000 Hours of Service (or any equivalent provided in the
      Plan) or (B) the Participant’s receipt of Compensation less than a stated
      amount.  If the highest rate allocated to a Key Employee for a Plan
      Year in which the Plan is Top-Heavy is less than 3%, amounts contributed under
      a
      salary reduction agreement must be included in determining contributions made
      for Key Employees.  If the Employer maintains both a defined
      contribution plan and a defined benefit plan, then both the defined contribution
      plan and the defined benefit plan must meet its own top heavy minimum unless
      the
      minimum contribution under the defined contribution plan is 5% or
      more.

     

    12.3  Maximum
      Compensation.  For
      any Plan Year in which the Plan is a Top-Heavy Plan, only the first $200,000
      (or
      such larger amount as may be prescribed by the Internal Revenue Service) of
      a
      Participant’s annual Compensation for the Plan Year may be considered for
      purposes of determining Employer contributions under the Plan.

     

    12.4  Minimum
      Vesting Schedule.  For
      any Plan Year in which this Plan is Top-Heavy, the following vesting schedule
      described shall apply with respect to a Participant’s Accounts, except to the
      extent that other Plan provisions provide a more rapid vesting
      schedule:

     

    
      	
              Years
                of Service

            	
              Vested
                Percentage

            
	
              Less
                than 2

            	
              0%

            
	
              2

            	
              20%

            
	
              3

            	
              40%

            
	
              4

            	
              60%

            
	
              5

            	
              80%

            
	
              6
                or more

            	
              100%

            


    

     

    12.5  Change
      in Computation of Allocation and Benefit Limitations.  If
      this Plan is a Top-Heavy Plan, with respect to Employees who are Participants
      in
      both this Plan and a defined benefit plan maintained by the Employer, the
      Defined Benefit Fraction and Defined Contribution Fraction under Section 4.2
      will be computed using 100% rather than 125% of the dollar limitation described
      therein.

     

    12.6  Modification
      of Top-Heavy Rules.

     

    12.6.1  Effective
      Date.  This Section shall apply for purposes of determining
      whether the Plan is a “Top-Heavy Plan” under Section 416(g) of the Code for Plan
      Years beginning after December 31, 2001, and whether the Plan satisfies the
      Minimum Benefit Requirements of Section 416(c) of the Code for such
      years.  This Section amends Section 12.1 of the Plan.

     

    12.6.2  Determination
      of Top-Heavy Status.

     

    (a)  Key
      Employee.  “Key Employee” means any Employee or former Employee
      (including any deceased employee) who at any time during the Plan Year, that
      includes the Determination Date, was an officer of the Employer having Annual
      Compensation greater that $130,000 (as adjusted under Section 416(i)(1) of
      the
      Code for Plan Years beginning after December 31, 2002) a five percent (5%)
      owner
      of the Employer, or a one percent (1%) owner of the Employer having Annual
      Compensation of more than $150,000.  For this purpose, “Annual
      Compensation” means compensation within the meaning of Section 415(c)(3) of the
      Code.  The determination of who is a Key Employee will be made in
      accordance with Section 416(i)(1) of the Code and the applicable
      regulations and other guidance of general applicability issued
      thereunder.

     

    (b)  Determination
      of Present Values and Amounts.  This Section 12.6.2(b) shall
      apply for purposes of determining the present values of accrues benefits and
      the
      amounts of account balances of employees as of the Determination
      Date.

     

    (c)  Distributions
      During Year Ending on the Determination Date.  The present values
      of accrued benefits and the amounts of Account balances of an Employee as of
      the
      Determination Date shall be increased by the distributions made with respect
      to
      the Employee under the Plan and any Plan aggregated with the Plan under Section
      416(g)(2) of the Code during the one (1) year period ending on the Determination
      Date.  The preceding sentence shall also apply to distributions under
      a terminated plan which, had it not been terminated, would have been aggregated
      with the Plan under Section 416(g)(2)(A)(i) of the Code.In the case of a
      distribution made for a reason other than separation from service, death, or
      disability, this provision shall be applied by substitution “Five (5) Year
      Period” for “One (1) Year Period.”

     

    (d)  Employees
      Not Performing Services During Year Ending on the Determination
      Date.  The accrued benefits and Accounts of any individual who has
      not performed services for the Employer during the One (1) Year Period ending
      on
      the Determination Date shall not be taken into account.

     

    12.6.3  Minimum
      Benefits - Matching Contributions.  Employer matching
      contributions shall be taken into account for purposes of satisfying the minimum
      contribution requirements of Section 416(c)(2) of the Code and the
      Plan.  Employer matching contributions that are used to satisfy the
      minimum contribution requirements shall be treated as matching contributions
      for
      purposes of the Actual Contribution Percentage Test and other requirements
      of
      Section 401(m) of the Code.

     

    13.  MISCELLANEOUS

     

    13.1  Limitation
      of Rights; Employment Relationship.  Neither
      the establishment of the Plan and the Trust nor any modifications thereof,
      nor
      the creation of any fund or account, nor the payment of any benefits shall
      be
      construed as giving to any Participant or any other person any legal or
      equitable right against the Employer, except as provided in the Plan or the
      Trust Agreement, and in no event, shall the terms of employment of any Employee
      or Participant be modified or in any way be affected by the Plan or the
      Trust.

     

    13.2  Transfer
      of Assets of Plan; Transfer of Assets of Employer.

     

    13.2.1  In
      no
      event shall this Plan be merged or consolidated with any other Plan, nor shall
      there be any transfer of assets or liabilities from this Plan to any other
      Plan,
      unless immediately after such merger, consolidation or transfer, each
      Participant’s benefits, if such other plan were then to terminate, are at least
      equal to or greater than the benefits to which the Participant would have been
      entitled had this Plan been terminated immediately before such merger,
      consolidation, or transfer.

     

    13.3  Nonalienation
      Provisions.  Neither
      the Employer nor the Trustee shall recognize any transfer, mortgage, pledge,
      hypothecation, order or assignment by any Participant or Beneficiary of all
      or
      any part of his or her interest or benefits hereunder, and to the fullest extent
      permitted by law, neither such interest nor such benefits shall be subject
      in
      any manner to transfer by operation of law nor subject to the claims of
      creditors or other claimants nor subject to any orders, decrees, levies,
      garnishments and/or executions or any other legal or equitable process or
      proceedings against such Participant or Beneficiary.  However, the
      Trustee, at the direction of the Committee, may comply with a court order which
      is determined to be a qualified domestic relations order under Code Section
      414(p).

     

    13.4  Claims
      Procedure.

     

    13.4.1  Claims
      for Benefits and Inquiries.  All claims for benefits and all
      inquiries concerning the Plan, or concerning present or future rights to
      benefits under the Plan, shall be submitted to the Committee in
      writing.  An application for benefits must be made in accordance with
      the rules and procedures prescribed by the Committee.  The Participant
      or beneficiary may authorize a representative to act on his or her behalf in
      pursuing benefit claims, in accordance with procedures established by the
      Committee for determining whether an individual is so authorized.  All
      claim determinations shall be made by the Committee in accordance with the
      Plan
      provisions.

     

    13.4.2  Denial
      of Claims.  In the event any claim for benefits is denied in whole
      or in part, the Committee shall notify the applicant of such denial in writing
      and shall advise the applicant of the right to a review thereof.  Such
      written notice shall set forth, in a manner calculated to be understood by
      the
      applicant,

     

    (a)  specific
      reasons for the denial,

     

    (b)  specific
      references to the Plan provisions on which the denial is based,

     

    (c)  a
      description of any information or material necessary for the claimant to perfect
      the application, including an explanation of why such material is necessary,
      and

     

    (d)  an
      explanation of the Plan’s claims review procedure, the time limits applicable
      under the procedures and a statement regarding the claimant’s right to bring a
      civil action under Section 502(a) of ERISA following an adverse benefit
      determination on appeal.

     

    Such
      written notice shall be given to the applicant within 90 days after the
      Committee receives the application, unless special circumstances require an
      extension of time of up to an additional 90 days for processing the
      application.  If such an extension of time for processing is required,
      written notice of the extension shall be furnished to the applicant prior to
      the
      termination of the initial 90-day period.  This notice of extension
      shall indicate the special circumstances requiring the extension of time and
      the
      date by which the Committee expects to render its decision on the application
      for benefits.

     

    13.4.3  Requests
      for a Review.  Any person whose application for benefits is denied
      in whole or in part, or such person’s authorized representative, may appeal from
      such denial by submitting to the Committee a request for a review of the
      application within 60 days after receiving written notice of such denial from
      the Committee.  If the claimant does not request a review of the
      determination within such 60-day period, the claimant shall be barred from
      challenging the determination.  The request for a review shall be in
      writing and shall set forth all of the grounds on which it is based, all facts
      and documents in support of the request and any other matters which the
      applicant deems pertinent.  The Committee may require the applicant to
      submit such additional facts, documents or other material as it may deem
      necessary or appropriate in making its review.  The claimant may
      submit written comments, documents, records and other information related to
      the
      benefit claim on appeal.  The claimant must be provided, upon request
      and free of charge, reasonable access to and copies of all documents, records
      and other information relevant to the benefit claim.  A document is
      considered relevant to the claim if it (i) was relied upon in making the benefit
      determination; (ii) was submitted, considered or generated in the course of
      making the benefit determination, without regard as to whether it was relied
      upon in making the decision; or (iii) demonstrates compliance in making the
      benefit decision with the requirement that the benefit determination must follow
      the terms of the Plan and be consistent when applied to similarly situated
      claimants.

     

    13.4.4  Decision
      on Review.  The Committee on appeal must undertake a full and fair
      review of the claim and consider all comments, documents, records and other
      information submitted by the claimant, without regard to whether such
      information was submitted or considered in the initial benefit
      determination.  The Committee shall act upon each request for review
      within 60 days after receipt thereof unless special circumstances require an
      extension of time of up to an additional 60 days for processing the
      request.  If such an extension is required, written notice of the
      extension shall be furnished to the applicant prior to the end of the initial
      60-day period.  This notice of extension shall indicate the special
      circumstances requiring the extension of time and the date by which the
      Committee expects to render its decision on the application for
      benefits.  If an extension of time is required due to the claimant’s
      failure to submit information necessary to review the claim, the period of
      time
      that the Committee has to review the claim will be tolled from the date on
      which
      the notice of extension is sent to the claimant until the date on which the
      claimant responds to the request for additional information.

     

    Within
      the time prescribed above, the Committee shall give written notice of its
      decision to the applicant and the Employer.  In the event that the
      Committee confirms the denial of the application for benefits in whole or in
      part, such notice shall set forth, in a manner calculated to be understood
      by
      the applicant,

     

    (a)  the
      specific reasons for such denial,

     

    (b)  specific
      references to the Plan provisions on which the decision is based,

     

    (c)  a
      statement that the claimant is entitled to receive, upon request and free of
      charge, reasonable access to and copies of all documents, records and other
      information relevant to the benefit claim.  A document is considered
      relevant to the claim if it (i) was relied upon in making the benefit
      determination; (ii) was submitted, considered or generated in the course of
      making the benefit determination, without regard as to whether it was relied
      upon in making the decision; or (iii) demonstrates compliance in making the
      benefit decision with the requirement that the benefit determination must follow
      the terms of the Plan and be consistent when applied to similarly situated
      claimants, and

     

    (d)  a
      description of any voluntary appeal procedures offered under the Plan, the
      claimant’s right to obtain information about such procedures and a statement
      regarding the claimant’s right to bring a civil action under Section 502(a) of
      ERISA following an adverse benefit determination on appeal.

     

    In
      the
      event that the Committee determines that the application for benefits should
      not
      have been denied in whole or in part, the Employer shall take appropriate
      remedial action as soon as reasonably practicable after receiving notice of
      the
      Committee’s decision.

     

    13.4.5  Rules
      and Procedures.  The Committee may establish such rules and
      procedures, consistent with the Plan and with ERISA, as it may deem necessary
      or
      appropriate in carrying out its responsibilities under this Section
      13.4.  The Committee may require an applicant who wishes to submit
      additional information in connection with an appeal from the denial of benefits
      in whole or in part to do so at the applicant’s own expense.

     

    13.4.6  Exhaustion
      of Remedies.  No legal action for benefits under the Plan shall be
      brought unless and until the applicant (a) has submitted a written claim for
      benefits in accordance with Section 13.4.1; (b) has been notified by the
      Committee that the application is denied; (c) has filed a written request for
      a
      review of the application in accordance with Section 13.4.3; and (d) has been
      notified in writing that the Committee has affirmed the denial of the
      application.  However, an action may not be brought by the claimant
      under Section 502(a) of ERISA if the claimant fails to bring such claim within
      the period prescribed by law.

     

    13.5  Consent
      of Spouse.  The
      Committee, in its discretion, may require that any designation of a Beneficiary,
      election to the form or time of receipt of a benefit, or any other designation,
      election or consent required of or allowed to a Participant under this Plan
      be
      made in writing and that the Participant’s spouse (if the Participant is
      married) consent to such designation, election or consent, as evidenced by
      her
      signature on any such document.

     

    13.6  Applicable
      Law; Severability.  The
      Plan hereby created shall be construed, administered and governed in all
      respects in accordance with ERISA and other pertinent federal
      laws.  However, if any provision is susceptible of more than one
      interpretation, such interpretation shall be given thereto as is consistent
      with
      the Plan being a qualified employees’ profit-sharing plan within the meaning of
      the Code.  If any provision of this Plan shall be held by a court of
      competent jurisdiction to be invalid or unenforceable, the remaining provisions
      of the Plan shall continue to be fully effective.

     

    13.7  Lost
      Participants.  If
      the Committee is unable, after reasonable and diligent effort, to locate a
      Participant or Beneficiary who is entitled to payment under the Plan, the
      payment due such person shall become a forfeiture after three years; provided,
      however, that if the Participant or Beneficiary later files a claim for his
      or
      her benefit, it shall be reinstated.  Notification by certified or
      registered mail to the last known address of the Participant or Beneficiary
      shall be deemed a reasonable and diligent effort to locate such
      person.

     

    13.8  Gender
      and Number.  As
      used in this Plan, the masculine, feminine or neuter gender, the singular or
      plural number and the use of the collective or the separate shall each be deemed
      to include the others whenever the context so indicates.

     

    IN
      WITNESS WHEREOF, the SYS Technologies 401(k) Plan has been executed at San
      Diego, California on the  26  day of  October ,
      2007.

     

    SYS

     

    By:      
      /s/ Robert
      Babbush                           

    Name:
      Robert Babbush

    Title:  
Sr.
      Vice President, Corp.
      Admin.