(ii)           Specific reference to pertinent provisions ofthis Plan on which such denial of the appeal is based;

 

(iii)          A statement that the Claimant is entitled toreceive, upon request and free of charge, reasonable access to, and copies of,all documents, records and other information relevant to the Claimant’sbenefits claim (and a document, record or other information shall be considered“relevant” to the benefits claims as provided in Department of Labor RegulationSection 2560.503-1(m)(8); and

 

(iv)          A statement describingthe Claimant’s right to bring an action under ERISA Section 502(a).

 

(e)           **Review Committee.**  The Plan Administrator may from time to timeappoint a review panel that may consist of two or more individuals who may, butneed not, be employees of the Plan Sponsor (the “**ReviewCommittee**”).  If no suchReview Committee is named, the Board of Directors of the Plan Sponsor shall bedeemed the Review Committee for purposes of this Section 8.2.  The Review Committee shall be the namedfiduciary that has the authority to act with respect to any appeal from adenial of benefits or a determination of benefit rights.

 

8.3           **Arbitration**.  Any claim or controversy between the partieswhich the parties are unable to resolve themselves, and which is not resolvedthrough the claims procedure set forth in Section 8.2, including any claimarising out of a Participant’s employment or the termination of thatemployment, and including any claim arising out of, connected with, or relatedto the formation, interpretation, performance or breach of any provision ofthis Plan, and any claim or dispute as to whether a claim is subject toarbitration, shall be submitted to and resolved exclusively by expeditedarbitration by a single arbitrator in accordance with the following procedures:

 

(a)           In the event of a claim or controversy subject to this arbitrationprovision, the complaining party shall promptly send written notice to theother party identifying the matter in dispute and the proposed remedy.  Following the giving of such notice, theparties shall meet and attempt in good faith to resolve the matter. In theevent the parties are unable to resolve the matter within 21 days, the partiesshall meet and attempt in good faith to select a single arbitrator acceptableto both parties.  If a single arbitratoris not selected by mutual consent within 10 business days following the givingof the written notice of dispute, an arbitrator shall be selected from a listof nine persons each of whom shall be an attorney who is either engaged in theactive practice of law or a recognized arbitrator and who, in either event, isexperienced in serving as an arbitrator in disputes between employers andemployees, which list shall be provided by the office of the AmericanArbitration Association (“**AAA**”) or ofthe Federal Mediation and Conciliation Service. If, within three business daysof the parties’ receipt of such list, the parties are unable to agree upon anarbitrator from the list, then the parties shall each strike names alternativelyfrom the list, with the first to strike being determined by the flip of acoin.  After each party has had fourstrikes, the remaining name on the list shall be the arbitrator.  If such person is unable to serve for anyreason, the parties shall repeat this process until an arbitrator is selected.

 

(b)           Unless the parties agree otherwise, within 60 days of the selection ofthe arbitrator, a hearing shall be conducted before such arbitrator at a timeand a place agreed upon 

 

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bythe parties.  In the event the partiesare unable to agree upon the time or place of the arbitration, the time andplace shall be designated by the arbitrator after consultation with theparties.  Within 30 days of theconclusion of the arbitration hearing, the arbitrator shall issue an award,accompanied by a written decision explaining the basis for the arbitrator’saward.

 

(c)           In any arbitration hereunder, the Plan Sponsor shall pay alladministrative fees of the arbitration and all fees of the arbitrator, exceptthat the Participant or Beneficiary may, if he wishes, pay up to one-half ofthose amounts.  Each party shall pay itsown attorneys’ fees, costs, and expenses, unless the arbitrator ordersotherwise.  The prevailing party in sucharbitration, as determined by the arbitrator, and in any enforcement or othercourt proceedings, shall be entitled, to the extent permitted by law, toreimbursement from the other party for all of the prevailing party’s costs(including but not limited to the arbitrator’s compensation), expenses, andattorneys’ fees; provided, however, that the prevailing partyshall be reimbursed for such costs, expenses and fees within 45 days followingany such award, but in no event later than the last day of the Executive’staxable year following the taxable year in which the costs, expenses or feeswere incurred; provided, further, that the parties’ obligationspursuant to this sentence shall terminate on the 10th anniversary ofthe date of the Participant’s Separation from Service.  The arbitrator shall have no authority to addto or to modify this Plan, shall apply all applicable law, and shall have nolesser and no greater remedial authority than would a court of law resolvingthe same claim or controversy. The arbitrator shall, upon an appropriatemotion, dismiss any claim without an evidentiary hearing if the party bringingthe motion establishes that it would be entitled to summary judgment if thematter had been pursued in court litigation. The parties shall be entitled to reasonable discovery subject to thediscretion of the arbitrator.

 

(d)           The decision of the arbitrator shall be final, binding, andnon-appealable, and may be enforced as a final judgment in any court ofcompetent jurisdiction.

 

(e)           This arbitration provision of the Plan shall extend to claims againstany parent, subsidiary, or affiliate of each party, and, when acting withinsuch capacity, any officer, director, shareholder, Participant, Beneficiary, oragent of each party, or of any of the above, and shall apply as well to claimsarising out of state and federal statutes and local ordinances as well as toclaims arising under the common law or under this Plan.

 

Notwithstanding theforegoing, and unless otherwise agreed between the parties, either party may,in an appropriate manner, apply to a court for provisional relief, including atemporary restraining order or preliminary injunction, on the ground that thearbitration award to which the applicant may be entitled may be rendered ineffectualwithout provisional relief.

 

Any arbitration hereundershall be conducted in accordance with the employee benefit plan claims rules andprocedures of the AAA then in effect; provided, however, that, (i) allevidence presented to the arbitrator shall be in strict conformity with thelegal rules of evidence, and (ii) in the event of any inconsistencybetween the employee benefit plan claims rules and procedures of the AAAand the terms of this Plan, the terms of this Plan shall prevail.

 

If any of the provisions ofthis Section 8.3 are determined to be unlawful or otherwise unenforceable,in whole or in part, such determination shall not affect the validity of theremainder of this Section  8.3, and this Section  8.3 shall bereformed to the extent necessary to carry out its provisions to the greatestextent possible and to insure that the resolution of all conflicts between theparties, including those arising out of statutory claims, shall be resolved by 

 

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neutral,binding arbitration.  If a court shouldfind that the provisions of this Section  8.3 are not absolutely binding,then the parties intend any arbitration decision and award to be fullyadmissible in evidence in any subsequent action, given great weight by anyfinder of fact, and treated as determinative to the maximum extent permitted bylaw.

 

8.4           **Notice**.Any notice, consent or demand required or permitted to be given under theprovisions of this Plan shall be in writing and shall be signed by the partygiving or making the same.  If suchnotice, consent or demand is mailed, it shall be sent by United Statescertified mail, postage prepaid, addressed to the addressee’s last knownaddress as shown on the records of the Plan Sponsor.  The date of such mailing shall be deemed thedate of notice consent or demand.  Anyperson may change the address to which notice is to be sent by giving notice ofthe change of address in the manner aforesaid.

 

**ARTICLE NINE**

 

**AMENDMENTOR TERMINATION**

 

9.1           **Termination**. Although each Employer anticipates that it will continue the Plan for anindefinite period of time, there is no guarantee that any Employer willcontinue the Plan or will not terminate the Plan at any time in the future.  Accordingly, each Employer reserves the rightto discontinue its sponsorship of the Plan and/or to terminate the Plan at anytime with respect to any or all of its participating Employees, by action ofits Board of Directors or other similar governing body.  Upon the termination of the Plan with respectto any Employer, the participation of the affected Participants who areemployed by that Employer shall terminate. However, after the Plan termination the Account Balances of suchParticipants shall continue to be credited with Participant Annual DeferralAmounts attributable to a deferral election that was in effect prior to thePlan termination to the extent deemed necessary to comply with Section 409Aof the Code and related Treasury Regulations, and additional amounts shallcontinue to credited or debited to such Participants’ Account Balances pursuantto Section 3.4.  The Measurement Funds available toParticipants following the termination of the Plan shall be comparable innumber and type to those Measurement Funds available to Participants in thePlan Year preceding the Plan Year in which the Plan termination is effective. * *Inaddition,**following a Plantermination, Participant Account Balances shall remain in the Plan and shallnot be distributed until such amounts become eligible for distribution inaccordance with the other applicable provisions of the Plan.* *Notwithstandingthe preceding sentence, to the extent permitted by Section 1.409A-3(j)(4)(ix) of the TreasuryRegulations, the Employer may provide that upon termination of the Plan,all Account Balances of the Participants shall be distributed, subject to andin accordance with any rules established by such Employer deemed necessaryto comply with the applicable requirements and limitations of Section 1.409A-3(j)(4)(ix) of the TreasuryRegulations.

 

9.2           **Amendment**.

 

(a)           An Employer may, at any time, amend or modify thePlan in whole or in part with respect to that Employer by the action of itsBoard of Directors or similar governing body; provided, however, that noamendment or modification shall be effective to decrease or restrict the valueof a Participant’s Account Balance in existence at the time the amendment ormodification is made or to cause the Plan to fail to meet the requirements of Section 409Aof the Code with respect to any Participant without such Participant’sconsent.  The amendment or 

 

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modification of the Plan shall not affect anyParticipant or Beneficiary who has become entitled to the payment of benefitsunder the Plan as of the date of the amendment or modification.  Notwithstanding any provisions of this Section 9.2to the contrary, the Board may amend the Plan at any time, in any manner, ifthe Board determines any such amendment is required to ensure that the Plan ischaracterized as providing deferred compensation for a select group ofmanagement or highly compensated employees and as described in ERISA Sections201(2), 301(a)(3) and 401(a)(1) or to otherwise conform the Plan tothe provisions of any applicable law, including ERISA and the Code.

 

(b)           Notwithstanding anything to the contrary in thePlan, if and to the extent the Plan Administrator shall determine that theterms of the Plan may result in the failure of the Plan, or amounts deferred byor for any Participant under the Plan, to comply with the requirements of Section 409Aof the Code, or any applicable regulations or guidance promulgated by theSecretary of the Treasury in connection therewith, the Plan Administrator shallhave authority to take such action to amend, modify, cancel or terminate thePlan (effective with respect to all Employers) or distribute any or all of theamounts deferred by or for a Participant, as it deems necessary or advisable,including without limitation:

 

(i)            Any amendment or modification of the Plan to conformthe Plan to the requirements of Section 409A of the Code or anyregulations or other guidance thereunder (including, without limitation, anyamendment or modification of the terms of any applicable to any Participant’sAccounts regarding the timing or form of payment).

 

(ii)           Any cancellation or termination of any unvestedinterest in a Participant’s Accounts without any payment to the Participant.

 

(iii)          Any cancellation or termination of any vestedinterest in any Participant’s Accounts, with immediate payment to theParticipant of the amount otherwise payable to such Participant.

 

(iv)          Any such amendment, modification, cancellation, ortermination of the Plan that may adversely affect the rights of a Participantwithout the Participant’s consent.

 

9.3           **Effect of Payment**.  The full payment of the applicable benefitunder Article 5 of the Plan shall completely discharge all obligations toa Participant and his or her designated Beneficiaries under this Plan.

 

**ARTICLE  TEN**

 

**THETRUST**

 

10.1         **Establishment of Trust**.  The Plan Sponsor may establish a grantortrust, of which the Plan Sponsor is the grantor, within the meaning of subpartE, part I, subchapter J, subtitle A of the Code, to pay benefits under thisPlan (the “**Trust**”).  If the Plan Sponsor establishes a Trust, all benefits payable underthis Plan to a Participant shall be paid directly by the Employer(s) fromthe Trust.  To the extent such benefitsare not paid from the Trust, the benefits shall be paid from the general assetsof the Employer(s).  The Trust, if any,shall be an irrevocable grantor trust which conforms to the terms of the modeltrust as described in IRS Revenue Procedure 92-64, I.R.B. 1992-33.  If the Plan Sponsor establishes a Trust, theassets of the Trust will be subject to the claims of each Employer’s creditorsin the event of its insolvency.  

 

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Exceptas may otherwise be provided under the Trust, neither the Plan Sponsor nor anyEmployer shall be obligated to set aside, earmark or escrow any funds or otherassets to satisfy its obligations under this Plan, and the Participant and/orhis or her designated Beneficiaries shall not have any property interest in anyspecific assets of the Plan Sponsor or an Employer other than the unsecuredright to receive payments from the Employer, as provided in this Plan.

 

10.2         **Interrelationship of the Plan andthe Trust**.  Theprovisions of the Plan shall govern the rights of a Participant to receive distributionspursuant to the Plan.  The provisions ofthe Trust (if established) shall govern the rights of the Participant and thecreditors of the Employers to the assets transferred to the Trust. EachEmployer shall at all times remain liable to carry out its obligations underthe Plan.  Each Employer’s obligationsunder the Plan may be satisfied with Trust assets distributed pursuant to theterms of the Trust.

 

10.3         **Contribution to the Trust**.  Amounts may be contributed by an Employer tothe Trust in the sole discretion of the Employer.

 

**ARTICLE ELEVEN**

 

**MISCELLANEOUS**

 

11.1**        ****Entire Agreement.**** **The Plan and eachexecuted Election Form, Beneficiary Designation Form, and other administrativeforms shall constitute the total agreement between the Employers and theParticipant. No oral statement regarding the Plan may be relied upon by theParticipant. In the event that there is a discrepancy between the Plan and theadministrative forms, summary descriptions, the Plan will control.

 

11.2**        ****Invalidity of Provisions**.  Ifany provision of this Plan shall be for any reason invalid or unenforceable,the remaining provisions shall nevertheless be carried into effect.

 

11.3         **Unclaimed Benefits**.  Inthe case of a benefit payable on behalf of such Participant, if the Plan Administratoris unable to locate the Participant or beneficiary to whom such benefit ispayable, such Plan benefit may be forfeited to the Plan Sponsor upon the PlanAdministrator’s determination. Notwithstanding the foregoing, if, subsequent to any such forfeiture,the Participant or beneficiary to whom such Plan benefit is payable makes avalid claim for such Plan benefit, such forfeited Plan benefit shall be paid bythe Plan Administrator to the Participant or beneficiary, without interest fromthe date it would have otherwise been paid.

 

11.4**        ****Offset For Obligations ToPlan Sponsor**.  If,at such time as the Plan Participant becomes entitled to benefit paymentshereunder, the Plan Participant has any debt, obligation or other liabilityrepresenting an amount owing to the Plan Sponsor or an Affiliate of PlanSponsor, and if such debt, obligation, or other liability is due and owing atthe time benefit payments are payable hereunder, the Plan Sponsor may offsetthe amount owing it or an Affiliate against the amount of benefits otherwisedistributable hereunder.

 

11.5         **Governing Law****. **ThePlan and the rights and obligations of all persons hereunder shall be governedby and construed in accordance with the laws of the State of California, otherthan its laws regarding choice of law, to the extent that such state law is notpreempted by federal law.

 

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11.6         **Statusof Plan**.  The Plan isintended to be a plan that (i) is not qualified within the meaning of Section 401(a) ofthe Code, (ii) “is unfunded and is maintained by an employer primarily forthe purpose of providing deferred compensation for a select group of managementor highly compensated employees” within the meaning of ERISA Sections 201(2),301(a)(3) and 401(a)(1), and (iii) is intended to comply with therequirements of Section 409A of the Code. The Plan shall be administered and interpreted to the extent possible ina manner consistent with that intent.

 

## 11.7         **TaxWithholding**.

##  

## (a)           **Annual Deferral Amounts**.  Foreach Plan Year in which a Participant Annual Deferral Amount is being withheldfrom a Participant, the Participant’s Employer(s) shall be entitled torequire payment by the Participant of any sums required by federal, state orlocal tax law to be withheld with respect to the deferral, in amounts and in amanner to be determined in the sole discretion of the Employer(s).

##  

## (b)           **Corporate Contributions**.  Whena Participant becomes vested in a portion of his or her Corporate ContributionAccount, the Participant’s Employer(s) shall be entitled to requirepayment by the Participant of any sums required by federal, state or local taxlaw to be withheld with respect to the deferral, in amounts and in a manner tobe determined in the sole discretion of the Employer(s).

##  

## (c)           **Distributions**.  The Participant’s Employer(s), or the trusteeof the Trust, shall withhold from any payments made to a Participant under thisPlan all federal, state and local income, employment and other taxes requiredto be withheld by the Employer(s), or the trustee of the Trust, in connectionwith such payments, in amounts and in a manner to be determined in the solediscretion of the Employer(s) and the trustee of the Trust.

##  

## (d)           **Satisfaction of Tax Obligations**.  There shall be deducted fromeach payment made under the Plan or any other compensation payable to theParticipant (or Beneficiary) all taxes which are required to be withheld by theEmployer(s) in respect to such payment or this Plan.  The Company shall have the right to reduceany payment (or compensation) by the amount of such of cash sufficient toprovide the amount of said taxes.  Inaddition, to the extent a Participant does not pay any sums required byfederal, state or local tax law to be withheld with respect to any deferral ordistribution hereunder, the Company shall be entitled to deduct such amountsfrom the Participant’s Accounts.

##  

11.8         **Coordination with Other Benefits**.  The benefits provided for a Participant andParticipant’s Beneficiary under the Plan are in addition to any other benefitsavailable to such Participant under any other plan or program for Employees ofthe Participant’s Employer(s).  The Planshall supplement and shall not supersede, modify or amend any other such planor program except as may otherwise be expressly provided.

 

11.9         **Compliance**.  AParticipant shall have no right to receive payment with respect to theParticipant’s Account Balance until all legal and contractual obligations ofthe Employer(s) relating to establishment of the Plan and the making ofsuch payments shall have been complied with in full.

 

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11.10       **Successors**.  The provisions of this Plan shall bind andinure to the benefit of the Participant’s Employer and its successors andassigns and the Participant and the Participant’s designated Beneficiaries.

 

11.11       **Court Order**.  The Plan Administrator is authorized to makeany payments directed by court order in any action in which the Plan or thePlan Administrator has been named as a party. In addition, if a court determines that a spouse or former spouse of aParticipant has an interest in the Participant’s benefits under the Plan inconnection with a property settlement or otherwise, the Plan Administrator, inits sole discretion, shall have the right, notwithstanding any election made bya Participant, to immediately distribute the spouse’s or former spouse’sinterest in the Participant’s benefits under the Plan to that spouse or formerspouse.

 

11.12       **Section 409A**.

 

(a)           To the extent applicable, this Plan shall be interpreted in accordancewith Section 409A of the Code and Department of Treasury regulations andother interpretive guidance issued thereunder.

##  

## (b)           Ifany portion of a Participant’s Account Balance under this Plan is required tobe included in income by the Participant prior to receipt due to a failure ofthis Plan to comply with the requirements of Section 409A of the Code andrelated Treasury Regulations, the Plan Administrator may determine that suchParticipant shall receive a distribution from the Plan in an amount equal tothe lesser of (i) the portion of his or her Account Balance required to beincluded in income as a result of the failure of the Plan to comply with therequirements of Section 409A of the Code and related Treasury Regulations,or (ii) the unpaid vested Account Balance.

 

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**IN WITNESS WHEREOF**, the Plan Sponsor has executed this Plan asof the day and year first written above.

 
|   | **For:**   | **STB Beauty, Inc.**        |
|--------|------------|----------------------------------|
|   |       |                             |
|   |       |                             |
|   | **By:**    |   /s/ Myles  McCormick |
|   |       |                             |
|   | **Title:** | COO                              |

 

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**Exhibit 10.54**

 

**STB BEAUTY, INC.**

 

**DEFERRED COMPENSATION PLAN**

 

**Effective as of March 12, 2008**

 

The purpose of this STBBeauty, Inc. Deferred Compensation Plan (the “**Plan**”)is to provide additional retirement benefits and income tax deferralopportunities for a select group of management and highly compensated employeesof the Plan Sponsor and certain of its Affiliates.  The Plan was originally effective as of July 1,2005.   This Plan is intended to be a “tophat plan,” exempt from certain requirements of ERISA, pursuant to Sections201(2), 301(a)(3) and 401(a)(1) of ERISA; and the Plan Sponsorintends that the Plan shall at all times be administered and interpreted insuch a manner as to constitute an unfunded nonqualified deferred compensationplan for tax purposes and for purposes of Title I of ERISA.  This Plan is not intended to qualify forfavorable tax treatment pursuant to Section 401(a) of the Code or anysuccessor section or statute.

 

STB Beauty, Inc., a Delaware Corporation (the “**Plan Sponsor**”), now wishes to amendand restate the Plan on the terms and conditions set  forth herein. This amendment and restatement of the Plan incorporates the Plan and theprior amendments thereto (except as further amended herein) and constitutes acomplete amendment, restatement and continuation of the Plan.  This amendment and restatement of the Plan isintended to comply with the requirements of Sections 409A(a)(2), (3) and (4) ofthe Code and the Treasury Regulations thereunder.  As provided in Notice 2007-86, with respectto an election or amendment to change a time and form of payment under the Planmade on or after January 1, 2008 and on or before December 31, 2008,the election or amendment shall apply only to amounts that would not otherwisebe payable in 2008 and shall not cause an amount to be paid in 2008 that wouldnot otherwise be payable in 2008.

 

Pursuant toapproval by the Board of the Plan Sponsor, the Plan is hereby amended, restatedand continued, effective as of March 12, 2008, as follows:

 

**ARTICLE ONE**

 

**DEFINITIONS**

 

**DEFINITION OF TERMS**.  Certain words and phrases are defined whenfirst used in later Articles of this Plan. Whenever any words are used herein in themasculine, they shall be construed as though they were in the feminine in allcases where they would so apply; and whenever any words are used herein in thesingular or in the plural, they shall be construed as though they were used inthe plural or the singular, as the case may be, in all cases where they wouldso apply.  In addition, the followingwords and phrases when used herein, unless the context clearly requiresotherwise, shall have the following respective meanings:

 

## 1.1.          **AccountBalance**. With respect to a Participant, a credit onthe records of the Employer equal to the sum of (i) the Participant’sDeferral Account balance, and (ii) the Corporate Contributions Accountbalance.  The AccountBalance, and each other specified account balance, shall be a bookkeeping entryonly and shall be utilized solely as a device for the 

 

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## measurement and determination of the amounts to be paid to aParticipant, or his or her designated Beneficiary, pursuant to this Plan.

##  

1.2           **Accounts**. Withrespect to a Participant, as the context indicates, any or all of his or herDeferral Account and Corporate Contribution Account.

 

## 1.3.          **Affiliate**.Any corporation, partnership, joint venture, association, or similarorganization or entity, which is a member of a controlled group of companieswhich includes, or which is under common control with, the Plan Sponsor under Section 414of the Code.

##  

## 1.4.          **Annual Corporate ContributionAmount**.  For any one Plan Year, the amount determinedin accordance with Section 3.4(b).

##  

## 1.5.          **Base Salary**.The annual cash compensation (excluding bonuses, commissions, overtime,incentive payments, non-monetary awards, directors fees and other fees, stockoptions and grants and any other form of equity-based compensation, and carallowances) paid to a Participant for services rendered during the Plan Year,before reduction for compensation deferred pursuant to all qualified,non-qualified and Code Section 125 plans of any Employer.

##  

## 1.6.          **Beneficiary**. The Beneficiary designated by a Participantunder Article 7, or, if the Participant has not designated a Beneficiaryunder Article 7, the person or persons entitled to receive distributionsof benefits under Article 5.

##  

## 1.7.          **Beneficiary Designation Form**.  Theform established from time to time by the Plan Administrator that a Participantcompletes, signs and returns to the Plan Administrator to designate one or moreBeneficiaries.

##  

## 1.8.          **Board**.  TheBoard of Directors of the Plan Sponsor.

##  

## 1.9.          **Bonus**.  Anycash compensation, in addition to Base Salary, paid in respect of a Plan Yearto a Participant as an Employee, as a bonus paid by the Employer.

##  

## 1.10.        **Cause**.  For purposes of this Plan, “**Cause**” shall mean any of thefollowing acts or circumstances:  (i) willfuldestruction by the Participant of property of the Plan Sponsor or an Affiliatehaving a material value to the Plan Sponsor or such Affiliate; (ii) fraud,embezzlement, theft, or comparable dishonest activity committed by theParticipant (excluding acts involving a *de minimis*dollarvalue and not related to the Plan Sponsor or an Affiliate); (iii) theParticipant’s conviction of or entering a plea of guilty or *nolo contendere*to any crime constituting a felony or anymisdemeanor involving fraud, dishonesty or moral turpitude; (iv) theParticipant’s breach, neglect, refusal, or failure to materially discharge theParticipant’s duties (other than due to physical or mental illness)commensurate with the Participant’s title and function or the Participant’sfailure to comply with the lawful directions of the Board or the ChiefExecutive Officer of the Plan Sponsor, or of the Board of Directors or theChief Executive Officer of the Affiliate that employs the Participant, in anysuch case that is not cured within 15 days after the Participant has receivedwritten notice thereof from such Board or Chief Executive Officer; (v) anywillful misconduct by the Participant which may cause economic or reputationalinjury to the Plan Sponsor or an Affiliate, including, but not limited to,sexual harassment, or (vi) a willful and knowing materialmisrepresentation to the Board or the Chief Executive Officer of the PlanSponsor or to the Board of Directors or the Chief Executive Officer of theAffiliate that employs the Participant.

 

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## 1.11.        **Change in Control**.  “**Change in Control**” shall mean the occurrence of any of the following:

##  

#### (a)           Any “**Person**” or “**Group**,”as such terms are defined in Section 13(d) of the Securities ExchangeAct of 1934 (the “**Exchange Act**”)and the rules and regulations promulgated thereunder, excluding anyExcluded Stockholder, who is or becomes the “**BeneficialOwner**” (within the meaning of Rule 13d-3 under the ExchangeAct), directly or indirectly, of securities of the Plan Sponsor, or of anyentity resulting from a merger or consolidation involving the Plan Sponsor,representing more than 50% of the combined voting power of the then outstandingsecurities of the Plan Sponsor or such entity.

####  

#### (b)           Theindividuals who, as of the Effective Date, are members of the Board (the “**Existing Directors**”), cease, forany reason, to constitute more than 50% of the number of authorized directorsof the Plan Sponsor as determined in the manner prescribed in the Plan Sponsor’sCertificate of Incorporation and Bylaws; provided, however, that if theelection, or nomination for election, by the Plan Sponsor’s stockholders of anynew director was approved by a vote of at least 50% of the Existing Directors,such new director shall be considered an Existing Director; provided further,however, that no individual shall be considered an Existing Director if such individualinitially assumed office as a result of either an actual or threatened “**Election Contest**” (as described in Rule 14a-11promulgated under the Exchange Act) or other actual or threatened solicitationof proxies by or on behalf of anyone other than the Board (a “**Proxy Contest**”), including byreason of any agreement intended to avoid or settle any Election Contest orProxy Contest; or

####  

#### (c)           Theconsummation of (x) a merger, consolidation or reorganization to which thePlan Sponsor is a party, whether or not the Plan Sponsor is the Personsurviving or resulting therefrom, or (y) a sale, assignment, lease,conveyance or other disposition of all or substantially all of the assets ofthe Plan Sponsor, in one transaction or a series of related transactions, to anyPerson other than the Plan Sponsor, where any such transaction or series ofrelated transactions as is referred to in clause (x) or clause (y) abovein this subparagraph (c) (singly or collectively, a “**Transaction**”)does not otherwise result in a “**Change in Control**”pursuant to subparagraph (a) of this definition of “**Change inControl**”; provided, however, that no such Transaction shallconstitute a “**Change in Control**” under thissubparagraph (c) if the Persons who were the stockholders of the PlanSponsor immediately before the consummation of such Transaction are theBeneficial Owners, immediately following the consummation of such Transaction,of 50% or more of the combined voting power of the then outstanding votingsecurities of the Person surviving or resulting from any merger, consolidationor reorganization referred to in clause (x) above in this subparagraph (c) orthe Person to whom the assets of the Plan Sponsor are sold, assigned, leased,conveyed or disposed of in any transaction or series of related transactionsreferred in clause (y) above in this subparagraph (c), in substantiallythe same proportions in which such stockholders held voting stock in the PlanSponsor immediately before such Transaction.

####  

## 1.12.        **Code**.  The Internal Revenue Code of 1986, as amendedfrom time to time. Reference to a section of the Code shall include that section and anycomparable section or sections of any future legislation that amends,supplements or supersedes such section.

##  

## 1.13.        **Compensation**.The Base Salary and Bonus paid to a Participant for the relevant period.

 

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## 1.14.        **CorporateContribution**.  Any contribution made and credited toCorporate Contribution Accounts by the Plan Sponsor in accordance with Section 3.4(b).

##  

## 1.15.        **CorporateContribution Account**. The sum of (i) all of aParticipant’s Annual Corporate Contribution Amounts, plus (ii) thehypothetical deemed investment earnings and losses credited or charged inaccordance with all the applicable provisions of this Plan that relate to theParticipant’s Corporate Contribution Account, less (iii) all distributionsmade to the Participant or his or her Beneficiary pursuant to this Plan thatrelate to the Participant’s Corporate Contribution Account.  A Participant’s Corporate ContributionAccount shall be divided into subaccounts as determined by the PlanAdministrator to properly account for distribution elections attributable to aParticipant’s Annual Corporate Contribution Amounts, and the deemed investmentearnings and losses attributable thereto.

##  

## 1.16.        **DeferralAccount**. The sum of (i) all of a Participant’sParticipant Annual Deferral Amounts, plus (ii) thehypothetical deemed investment earnings and losses credited or charged inaccordance with all the applicable provisions of this Plan that relate to theParticipant’s Deferral Account, less (iii) all distributions made to theParticipant or his or her Beneficiary pursuant to this Plan that relate to hisor her Deferral Account.  A Participant’sDeferral Account shall be divided into subaccounts as determined by the PlanAdministrator to properly account for distribution elections attributable to aParticipant Annual Deferral Amount, and the deemed investment earnings andlosses attributable thereto.

##  

## 1.17.        **Disability**.  AParticipant shall be considered disabled if the Participant: (i) is unableto engage in any substantial gainful activity by reason of any medicallydeterminable physical or mental impairment which can be expected to result indeath or can be expected to last for a continuous period of not less than 12months, or (ii) is, by reason of any medically determinable physical ormental impairment which can be expected to result in death or can be expectedto last for a continuous period of not less than 12 months, receiving incomereplacement benefits for a period of not less than 3 months under an accidentand health plan, if any, covering employees of the Participant’s employer.

##  

## 1.18.        **DisabilityDate** shall mean the dateon which the Plan Administrator confirms that the Participant has a qualifyingDisability and is eligible to receive payment hereunder.

##  

## 1.19.        **EffectiveDate**March 12, 2008.

##  

## 1.20.        **ElectionForm**.  Theform established from time to time by the Plan Administrator that a Participantcompletes, signs and returns to the Plan Administrator.

##  

## 1.21.        **Eligible Employee**.  Any employee of the Plan Sponsor or anAffiliate who is selected to participate herein in accordance with theprovisions of Section 2.1 hereof, and one of a select group of managementor highly compensated employees, as defined by ERISA.

##  

## 1.22.        **Employer(s)**.

##  

(a)           Except as otherwiseprovided in part (b) of this Section 1.23, any of the Plan Sponsor’ssubsidiaries or Affiliates (now in existence or hereafter formed or acquired)that have been selected by the Board to participate in the Plan and haveadopted the Plan as a sponsor, and

 

4

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(b)           For the purpose of determining whether a Participant hasexperienced a Separation from Service:

###  

##### (i)            theentity for which the Participant performs services and with respect to whichthe legally binding right to compensation deferred or contributed under thisPlan arises; and

#####  

##### (ii)           all otherentities with which the entity described above would be aggregated and treatedas a single employer under Section 414(b) of the Code, or asapplicable, however substituting 50% for wherever 80% appears in, and otherwisemust be used when applying, the applicable provisions of (A) Section 1563of the Code for determining a controlled group of corporations under Section 414(b) ofthe Code, and (B) Section 1.414(c)-2 of the Treasury Regulations fordetermining the trades or businesses that are under common control under Section 414(c) ofthe Code.

#####  

## 1.23.        **ERISA**.  TheEmployee Retirement Income Security Act of 1974, as amended from time totime.  Reference to asection of ERISA shall include that section and any comparable section orsections of any future legislation that amends, supplements or supersedes suchsection.

##  

## 1.24.        **Good Reason** means the occurrence, on or after theoccurrence of a Change in Control, of any of the following:

##  

## (a)           ThePlan Sponsor or any of its Affiliates materially reduces the Participant’s BaseSalary.

##  

## (b)           ThePlan Sponsor discontinues its bonus plan in which the Participant participatesas in effect immediately before the Change in Control without immediatelyreplacing such bonus plan with a plan that is the substantial economicequivalent of such bonus plan, or a successor to the Plan Sponsor fails orrefuses to assume the obligations of the Plan Sponsor under such bonus plan asin effect immediately before the Change in Control or under a plan that is thesubstantial economic equivalent of such bonus plan.

##  

## (c)           Withoutthe Participant’s express written consent, the Plan Sponsor or any of itsAffiliates requires the Participant to change the location of the Participant’sjob or office, so that the Participant will be based at a location more than100 miles from the former location of the Participant’s job or office.

##  

## (d)           Withoutthe Participant’s express written consent, the Plan Sponsor or any of itsAffiliates reduces the Participant’s responsibilities or directs theParticipant to report to a person of lower rank or responsibilities than theperson to whom the Participant reported before the Change in Control.

##  

1.25.        **MeasurementFund**. The investment fund or funds selected by the PlanAdministrator from time to time.

 

1.26.        **Participant**.  AnyEmployee (i) who is selected to participate in the Plan, (ii) whoelects to participate in the Plan, (iii) who signs an Election Form, (iv) whosesigned Election Form is accepted by the Administrator, and (v) whocommences participation in the Plan.  Aspouse or former spouse of a Participant shall not be treated as a Participantin the Plan or have an account balance under the Plan, even if he or she has aninterest in the Participant’s benefits 

 

5

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under the Plan as a result of applicable law or property settlementsresulting from legal separation or divorce.

 

## 1.27.      **Participant**.  An Eligible Employee designated as aparticipant by the Plan Administrator.

##  

## 1.28.      **Participant AnnualDeferral Amount**.  Theportion of a Participant’s Compensation, which he or she elects to defer, andis deferred, for the Plan Year in question. In the eventof a Participant’s termination from participation in the Plan prior to the endof a Plan Year, such year’s Participant Annual Deferral Amount shall be theactual amount withheld prior to such event.

##  

## 1.29.      **Plan**.  This Plan, together with any and allamendments or supplements thereto.

##  

## 1.30.      **Plan Administrator**. TheBoard or its designee. A Participant in the Plan shouldnot serve as a singular Plan Administrator. If a Participant is part of a groupor committee designated as Plan Administrator, then the Participant may notparticipate in any activity or decision relating solely to his or herindividual benefits under the Plan; matters solely affecting the applicableParticipant will be resolved by the remaining committee members or by theBoard.

##  

## 1.31.        **PlanRetirement Date**.  Thedate the Participant attains 65 years of age.

##  

## 1.32.        **Plan Year**.  The calendar year.

##  

## 1.33.        **QuarterlyInstallment Method**.  Aquarterly installment payment over two, five or ten years selected by theParticipant in accordance with this Plan, calculated as follows:  the Account Balance of the Participantdetermined immediately prior to the date the distribution is to be made under Section 5.1shall be multiplied by a fraction, the numerator of which is one, and thedenominator of which is the remaining number of quarterly payments due theParticipant.  By way of example, if theParticipant elects a two year Quarterly Installment Method, the first paymentshall be 1/8 of the Account Balance, calculated as described in thisdefinition.  The following quarter, thepayment shall be 1/7 of the Account Balance, calculated as described in thisdefinition.  Each quarterly installmentshall be paid within 60 days following each anniversary of the day thedistributions are scheduled to commence.

##  

## 1.34.        **Retirement**.A Participant’s Separation from Service after the Participant has reached hisor her Plan Retirement Date.

##  

## 1.35.        **Separationfrom Service**.  Withrespect to a Service Provider, his or her “separation from service,” as definedin Section 1.409A-1(h) of the Treasury Regulations, with respect tothe Service Recipient.  The PlanAdministrator shall have full and final authority, which shall be exercised inits discretion, to determine conclusively whether a Participant has had a “Separationfrom Service,” and the date of such “Separation from Service.”

##  

## 1.36.        **ServiceProvider**.  A Participant or any other “service provider,”as defined in Section 1.409A-1(f) of the Treasury Regulations.

##  

## 1.37.        **ServiceRecipient**.  With respect to a Participant, the Employerand all persons considered part of the “**service recipient**,”as defined in Section 1.409A-1(g) of the Treasury Regulations,as determined from time to time.  Asprovided in Section 1.409A-1(g) of the Treasury Regulations,the “Service Recipient” shall mean the person for whom the services are 

 

6

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## performed and with respect to whom thelegally binding right to compensation arises, and all persons with whom suchperson would be considered a single employer under Section 414(b) or414(c) of the Code.

##  

## 1.38.      **Specified Employee**.  A Service Provider who, as of the date of theService Provider’s “**separation from service**,”as defined in Section 1.409A-1(h) of the Treasury Regulations, is a “**KeyEmployee**” of the Service Recipient any stock of which ispublicly traded on an established securities market or otherwise.  For purposes of this definition, a ServiceProvider is a “**Key Employee**”if the Service Provider meets the requirements of Section 416(i)(1)(A)(i),(ii) or (iii) of the Code (applied in accordance with the TreasuryRegulations thereunder and disregarding Section 416(i)(5) of theCode) at any time during the Testing Year. If a Service Provider is a “Key Employee” (as defined above) as of aSpecified Employee Identification Date, the Service Provider shall be treatedas “**Key Employee**” for the entire twelve(12) month period beginning on the Specified Employee Effective Date.  For purposes of this definition, a ServiceProvider’s compensation for a Testing Year shall mean such Service Provider’scompensation, as determined under Section 1.415(c)-2(a) of the Treasury Regulations (andapplied as if the Service Recipient were not using any safe harbor provided in Section 1.415(c)-2(d) of the Treasury Regulations, were notusing any of the elective special timing rules provided in Section 1.415(c)-2(e) of the Treasury Regulations, and werenot using any of the elective special rules provided in Section 1.415(c)-2(g))of the Treasury Regulations,from the Service Recipient for such Testing Year.  The “**Specified Employees**”shall be determined in accordance with Section 409A(a)(2)(B)(i) ofthe Code and Section 1.409A-1(i) of the Treasury Regulations.

##  

## 1.39.        **SpecifiedEmployee Effective Date**.   The first day of the fourth month followingthe Specified Employee Identification Date. The Specified Employee Effective Date may be changed by the ServiceRecipient, in its discretion, in accordance with Section 1.409A-1(i)(4) ofthe Treasury Regulations.

##  

## 1.40.        **SpecifiedEmployee Identification Date**.  For purposes of Section 1.409A-1(i)(3) ofthe Treasury Regulations, shall mean December 31.  The “**Specified EmployeeIdentification Date**” shall apply to all “**nonqualifieddeferred compensation plans**” (as defined in Section 1.409A-1(a) ofthe Treasury Regulations) of the Service Recipient and all affected ServiceProviders.  The “**SpecifiedEmployee Identification Date**” may be changed by the Company, inits discretion, in accordance with Section 1.409A-1(i)(3) of theTreasury Regulations.

##  

## 1.41.        **TestingYear**.  The twelve (12) month period ending on theSpecified Employee Identification Date, as determined from time to time.

##  

## 1.42.        **Year of Plan Participation**.  Each twelve (12) month period during whichthe Participant is employed on a full-time basis by an Employer, with a minimumof 1,000 hours of service, inclusive of any approved leaves of absence,beginning on the Participant’s date of entry into this Plan.

 

7

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**ARTICLE TWO**

 

**ELIGIBILITY AND PARTICIPATION**

 

2.1           **Selection**.  Participation in the Plan shall be limited toeach Employee of the Employers who for any Plan Year is expected to be a “**highly compensated employee**” asdefined in Section 414(q) of the Code and a member of a “**select group of management and highly compensatedemployees**” within the meaning of Sections 201(2), 301(a)(3) and401(a)(1) of ERISA, as determined by the Plan Administrator in its solediscretion.

 

2.2           **Enrollment Requirements**.  As a condition to participation, eachselected Employee shall complete, execute and return to the Plan Administratoran Election Form.  In addition, the PlanAdministrator shall establish from time to time such other enrollmentrequirements as it determines in its sole discretion are necessary.

 

2.3           **Eligibility; Commencement of Participation**.  Provided an Employee selected to participatein the Plan has met all enrollment requirements set forth in this Plan and requiredby the Plan Administrator, including returning all required documents to thePlan Administrator within the specified time period, that Employee shallcommence participation in the Plan on the day on which his or her Election Form firstbecomes effective.

 

2.4           **Termination of Participation and/or Deferrals**.  Once an Employee is designated as aParticipant, he or she shall continue as such for all future Plan Years unlessand until:  (a) the Participantterminates from employment with the Employer and receives a full distributionof his Accounts, (b) is no longer categorized as an individual entitled toparticipate in the Plan pursuant to Section 2.1 above, or (c) thePlan Administrator specifically acts to discontinue the Participant’sparticipation.  If a Participant’sparticipation is discontinued, to the extent permissible under Section 409Aof the Code, the Plan Administrator shall (i) terminate any deferralelection the Participant has made for the remainder of the Plan Year in whichthe Participant’s membership status changes, (ii) prevent the Participantfrom making future deferral elections and/or (iii) immediately distributethe balance of the Participant’s Accounts and terminate the Participant’sparticipation in the Plan.  Ifdistribution of the balance of the Participant’s Accounts is not permissibleunder Section 409A of the Code, then such Accounts shall be held untildistributable under the terms of Article 5 as originally elected by theParticipant.

 

2.5           **Reemployment**.   If a former Employee is rehired by anEmployer and is again selected as eligible to participate in the Plan, he orshe shall reenter the Plan on the first day of any Plan Year commencing afterthe date he or she is selected in accordance with the provisions of Section 2.1,provided that he or she will be treated as initially eligible to participate inthe Plan pursuant to Section 1.409A-2(a)(7) of the TreasuryRegulations as of such reentry date. Such Employee’s reentry into the Plan shall have no impact on anydistributions that have been made or are being made in accordance with Article 5.  Any amounts previously forfeited from theParticipant’s Accounts pursuant to this Plan shall not be restored orreinstated upon the Participant’s subsequent reentry into the Plan.

 

8

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**ARTICLE THREE**

 

**CONTRIBUTIONS AND CREDITS**

 

3.1           **Electionto Defer**.

 

### (a)           **InGeneral**.  Except as otherwise provided in this Section 3.1,in order for a Participant to make a valid election to defer Base Salary or Bonusthe Participant must submit an Election Form on or before the deadline established by the Plan Administrator, whichin no event shall be later than the December 31stpreceding the Plan Year in which such compensation will be earned.  Any deferral election made in accordance withthis Section 3.1(a) shall be irrevocable; provided, however, that ifthe Plan Administrator permits or requires Participants to make a deferralelection by the deadline described above for an amount that qualifies asPerformance-Based Compensation (as defined in Section 3.1(c) below),the Plan Administrator may permit a Participant to subsequently change his orher deferral election for such compensation by submitting a new Election Form inaccordance with Section 3.1(c) below.  If noElection Form is timely delivered for a Plan Year, no Participant AnnualDeferral Amount shall be withheld for that Plan Year.

###  

(b)           **Timingof Deferral Elections for Newly Eligible Participants**. Notwithstanding anything to the contrary in this Section 3.1, anEligible Employee who first becomes eligible to participate in the Plan on or afterthe beginning of a Plan Year may bepermitted to make an election to defer Base Salary and Bonus attributable to services to be performedafter such election, provided that the Participant submits an Election Form on or before the deadline established by thePlan Administrator, which in no event shall be later than 30 days after theParticipant first becomes eligible to participate in the Plan.  Any deferral election made inaccordance with this Section 3.1(b) shall become irrevocable no laterthan the 30th day after thedate the Participant becomes eligible to participate in the Plan.

 

(c)           **Timingof Deferral Elections for Performance-Based Compensation**. Notwithstanding anything to the contrary in this Section 3.1, andsubject to the limitations below and any terms and conditions imposed by thePlan Administrator, in the case of any Bonus that constitutes performance-basedcompensation (within the meaning of Section 409A(a)(4)(b)(iii) of theCode) (“**Performance-Based Compensation**”)deferrable under this Plan, which Bonus is based on services performed over aperiod of at least 12 months, an election to defer such Bonus compensation maybe made by timely completing and submitting to the Plan Administrator anElection Form no later than six (6) months before the end of theservice period during such period as may be established by the PlanAdministrator in its discretion for such elections.

 

In order for a Participant to be eligible to make a deferral electionfor Performance-Based Compensation in accordance with the deadline establishedpursuant to this Section 3.1(c), the Participant must have performedservices continuously from the later of (i) the beginning of the performanceperiod for such compensation, or (ii) the date upon which the performancecriteria for such compensation are established, through the date upon which theParticipant makes the deferral election for such compensation.  In no event shall a deferral electionsubmitted under this Section 3.1(c) be permitted to apply to anyamount of Performance-Based Compensation that has become readily ascertainable.

 

9

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3.2           **MinimumParticipant Annual Deferral Amount**.  For each Plan Year, theaggregate minimum Participant Annual Deferral Amount for each Participant is$2,500.  If an election is made for lessthan such minimum amount, or if no election is made, the amount deferred shallbe zero.

 

3.3           **MaximumDeferral**.  Foreach Plan Year, a Participant may elect to defer, as his or herParticipant Annual Deferral Amount, up to 50% of his or her Base Salary and upto 100% of his or her Bonus, subject to the limitations set forth in this Section 3.3.  Notwithstanding the foregoing, a ParticipantAnnual Deferral Amount shall be limited in any Plan Year, if necessary, tosatisfy the Participant’s income and employment tax withholding obligations(including Social Security, unemployment and Medicare), and the Participant’semployee benefit plan contribution requirements, determined on the first day ofthe election period for such Plan Year, as determined by the PlanAdministrator.

 

3.4           **Accounts;Crediting of Deferrals**.  Solely for record keeping purposes, the PlanAdministrator shall establish a Deferral Account and a Corporate ContributionsAccount for each Participant.  AParticipant’s Accounts shall be credited with the deferrals made by him or heror on his or her behalf by his or her Employer under this Article 3 andshall be credited (or charged, as the case may be) with the hypothetical ordeemed investment earnings and losses determined pursuant to Article 4,and charged with distributions made to or with respect to him or her.

 

(a)           **Participant Annual Deferral Amounts**.  For each Plan Year, the Base Salary portionof the Participant Annual Deferral Amount shall be withheld from each payrollperiod in equal amounts from the Participant’s Base Salary.  The Bonus portion of the Participant AnnualDeferral Amount shall be withheld at the time the Bonus is or would otherwisebe paid to the Participant.  TheParticipant Annual Deferral Amount shall be credited to the Participant’sDeferral Account.

 

(b)           **Corporate Contributions**.  Each Plan Year, the Plan Sponsor may makecontributions (either discretionary, matching or both) to the Plan as it maydetermine from time to time and may direct that such contributions be allocatedamong the Corporate Contribution Accounts of those Participants that it mayselect.  The amount so credited to aParticipant may be smaller or larger than the amount credited to any otherParticipant, and the amount credited to any Participant for a Plan Year may bezero.  The Corporate Contribution, ifany, shall be credited as of the last day of a Plan Year.  If a Participant is not employed by anEmployer as of the last day of a Plan Year other than by reason of his or herRetirement, Disability or death while employed, the Discretionary CompanyContribution for such Participant for that Plan Year shall be zero.  In the event of Retirement, Disability ordeath, a Participant shall be credited with the Corporate Contribution(s) (ifany) for the Plan Year in which he or she Retires, becomes Disabled ordies.  A Corporate Contribution, if any,shall be credited to Participants’ Corporate Contribution Accounts on the datedeclared by the Plan Sponsor.  NoParticipant shall have a right to compel the Plan Sponsor to make acontribution under this Section 3.4(b) and no Participant shall havethe right to share in the allocation of any such contribution for any Plan Yearunless selected by the Plan Sponsor, in its sole discretion.

 

## 3.5           **Vesting**.

##  

(a)           **Deferral Account**.  A Participant shall at all times be 100%vested in his or her Deferral Account.

 

10

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(b)           **Corporate Contribution Account**.  Plan Sponsor contributions credited to aParticipant’s Corporate Contribution Account under Section 3.4(b) ofthe Plan and any hypothetical or deemed investment earnings and lossesattributable to these contributions shall become vested or nonforfeitable basedon the Participant’s Years of Plan Participation according to the followingschedule:

 
| **Years of Plan Participation** | ** ** | **Percentage Vested** | ** ** |
|------------------------------------------------|------------|----------------------------|------------|
| Less than 2                                    |       | 0                          | %          |
| 2 but less than  3                             |       | 25                         | %          |
| 3 but less than  4                             |       | 50                         | %          |
| 4 but less than  5                             |       | 75                         | %          |
| 5 or more                                      |       | 100                        | %          |

 

Notwithstanding the foregoing, a Participant’s Corporate ContributionAccount shall be fully vested and nonforefeitable upon (i) the Participant’sattainment of the Plan Retirement Age, (ii) the Participant’s death, (iii) theParticipant’s Disability, or (iv) termination of the Plan.

 

(c)           **Forfeiture**.  A Participant shall forfeit any unvestedportion of his or her Corporate Contribution Account determined as of the mostrecent determination date preceding his or her termination of employment withthe Employers.  Any portion of aParticipant’s Corporate Contribution Account which is not vested shall beforfeited and shall cease to be liabilities of the Employer or the Plan.  All forfeited amounts shall be immediatelydeducted from the Participant’s Corporate Contribution Accounts and credited tosuch Employer.

 

**ARTICLE FOUR**

 

**ACCOUNTS AND ALLOCATION OF FUNDS**

 

4.1           **Earnings Credits or Losses**.  In accordance with, and subject to, the rules andprocedures that are established from time to time by the Plan Administrator, inits sole discretion, amounts shall be credited or debited to a Participant’sAccount Balance in accordance with the following rules:

 

### (a)           **Measurement Funds**.  The Plan Administrator shall from time to time select one or more types ofMeasurement Funds and one or more specific Measurement Funds for deemedinvestment designation by Participants for the purpose of crediting or charginghypothetical or deemed investment earnings and losses to his or her AccountBalance.  As necessary, the PlanAdministrator may, in its sole discretion, discontinue, substitute or add aMeasurement Fund.  The Plan Administratorshall notify the Participants of the types of Measurement Funds and thespecific Measurement Funds selected from time to time.

###  

### (b)           **Election of MeasurementFunds**.  A Participant may elect one or moreMeasurement Fund(s) (as described in Section 4.1(c) below) to beused to determine the additional amounts to be credited (or charged, as thecase may be) to his or her Account Balance, in accordance with such rules asthe Plan Administrator may provide.

###  

### (c)           **Crediting or Debiting Method**.  Theperformance of each elected Measurement Fund (either positive or negative) willbe determined by the Plan Administrator, in its sole discretion, based on theperformance of the Measurement Funds themselves.  A 

 

11

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### Participant’s AccountBalance shall be credited or debited as frequently as is administrativelyfeasible, but no less often than monthly, based on the performance of eachMeasurement Fund selected by the Participant, as determined by the PlanAdministrator in its sole discretion.

###  

### (d)           **No Actual Investment**. Notwithstanding any other provision of this Plan that may be interpretedto the contrary, the Measurement Funds are to be used for measurement purposesonly, and a Participant’s election of any such Measurement Fund, the allocationto his or her Account Balance thereto, the calculation of additional amountsand the crediting or debiting of such amounts to a Participant’s AccountBalance shallnot be considered or construed in any manner as anactual investment of his or her Account Balance in any such MeasurementFund.  In the event that the Company, inits own discretion, decides to invest funds in any or all of the MeasurementFunds, no Participant shall have any rights in or to such investmentsthemselves.  Without limiting theforegoing, a Participant’s Account Balance shall at all times be a bookkeepingentry only and shall not represent any investment made on his or her behalf byany Employer or the Trust; the Participant shall at all times remain anunsecured creditor of the Employers.  Anyliability of an Employer to any Participant, former Participant, or Beneficiarywith respect to a right to payment shall be based solely upon contractualobligations created by the Plan.  ThePlan Sponsor, the Board, the Plan Administrator, any Employer and anyindividual or entity shall not be deemed to be a trustee of any amounts to bepaid under the Plan.  Nothing containedin the Plan, and no action taken pursuant to its provisions, shall create or beconstrued to create a trust of any kind, or a fiduciary relationship, betweenthe Plan Sponsor and an Employer and a Participant, former Participant,Beneficiary or any other individual or entity. Neither the Plan Sponsor nor any Employer in any way guarantees anyParticipant’s Account Balance against loss or depreciation, whether caused bypoor investment performance, insolvency of a deemed investment or by any otherevent or occurrence.  In no event shallany Employee, officer, director or stockholder of the Plan Sponsor or anyEmployer be liable to any individual or entity on account of any claim arisingby reason of the Plan provisions or any instrument or instruments implementingits provisions, or for the failure of any Participant, Beneficiary or otherindividual or entity to be entitled to any particular tax consequences withrespect to the Plan or any credit or payment hereunder.

###  

4.2           **Distributions******.  Anydistribution with respect to a Participant’s Account Balance shall be chargedto the appropriate account as of the date such payment is made by the Employeror the trustee of any Trust which may be established for the Plan.

 

**ARTICLE FIVE**

 

**ENTITLEMENT TO BENEFITS**

 

5.1           **Retirement Benefit:**

 

(a)           Inthe event of a Participant’s Retirement, the Plan Administrator shallthereafter cause to be paid to the Participant his or her Accrued Benefit,valued as of the date of such Retirement. Such benefits shall be payable in the manner and frequency previouslyelected by the Participant on his or her Election Form(s).  A Participant may select distribution of hisor her Retirement benefit in the form of a lump sum payment, or a two, five orten year Quarterly Installment Method. The first installment payment shall be due on or about the first day ofthe first month following the date of Participant’s Retirement.  If such Participant fails to select a form ofdistribution for purposes of distributions from such Participant’s Accounts fora Plan 

 

12

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Year, such distributions shall be made in a lump sum payment within 90days following the date of the Participant’s Retirement.

 

(b)           Notwithstandingthe foregoing, in accordance with Section 1.409A-3(j)(4)(v) of theTreasury Regulations, a Participant’s Retirement benefit may be distributed inone lump sum not later than 90 days after the date of the Participant’sRetirement rather than in installments if the Participant’s Account Balance asof the date of his or her Retirement is less than the applicable dollar amountunder Section 402(g)(1)(B) of the Code.

 

(c)           AParticipant may not change his or her election with respect to the form ofdistribution of his or her Account Balance pursuant to this Section 5.1for a Plan Year.

 

5.2           **Disability Retirement Benefit**.  The Participant shall be entitled to receivepayments hereunder prior to his or her Separation from Service if he or she isDisabled. If a Participant has a qualifying Disability the benefit payablehereunder shall be equal to the Participant’s Accrued Benefit, valued as of hisor her Disability Date.  Suchbenefit shall be payable in a lump sum within 45 days following the Participant’sDisability Date.

 

5.3           **Death Benefits:**

 

(a)           **Death Benefit Prior to Commencement of Benefits**.  If the Participant dies while in theemployment of the Plan Sponsor or an Affiliate prior to the commencement ofbenefit payments, the Plan Administrator shall cause a survivor benefit to bepaid in an amount based on the Participant’s Accrued Benefit at the date ofdeath. The death benefit payable under this Section 5.3 shall bedistributed to the Participant’s Beneficiary pursuant to the payment methodpreviously elected by the Participant for payment of his or her Separation fromService Benefit. Payment(s) shall commence on or about the first day ofthe third month following the Participant’s date of death and based on the lastBeneficiary designation received by the Plan Sponsor from the Participant priorto his or her death.  If no such designation has been received bythe Plan Sponsor, such payment shall be made to the Participant’ssurviving legal spouse.  If theParticipant is not survived by a legal spouse, the said payment(s) shallbe made to the then living children of the Participant, if any, in equalshares.  If there are no survivingchildren, the balance of the Accrued Benefit shall be paid to the estate of theParticipant. If the total amount of benefits payable at the time of the Participant’sdeath is less than $10,000.00, the Plan Administrator may elect to pay thebenefit in a lump sum rather than in installments.

 

(b)           **Death Benefit After Commencement of Benefits**.  In the event of the Participant’s death afterthe commencement of benefit payments, but prior to the completion of suchpayments due to and owing hereunder, the Plan Administrator shall cause suchpayments to continue  in installmentsover the remainder of the period and in the same amounts as that benefit wouldhave been paid to the Participant had he or she survived.  Such continuing payments shall be made to theParticipant’s designated Beneficiary in accordance with the last suchdesignation received by the Plan Sponsor from the Participant prior to hisdeath.  If no such designation has beenreceived by the Plan Sponsor, such payments shall be made to the Participant’ssurviving legal spouse.  If such spousedies before receiving all payments to which he or she is entitled hereunder,then the balance of the Accrued Benefit shall be paid to the spouse’sestate.  If the Participant is notsurvived by a legal spouse, then the said payments shall be made to the thenliving children of the Participant, if any, in equal shares.  If there are no surviving children, thebalance of the Accrued Benefit shall be paid to the estate of theParticipant.  Notwithstanding the 

 

13

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foregoing, in accordance with Section 1.409A-3(j)(4)(v) ofthe Treasury Regulations, a Participant’s Accrued Benefit may be distributed inone lump sum not later than 90 days after the date of the Participant’s deathrather than in installments if the Participant’s Account Balance as of the dateof his or her death is less than the applicable dollar amount under Section 402(g)(1)(B) ofthe Code.

 

5.4           **Separation from Service Benefits:**

 

(a)           Inthe event of the Participant’s Separation from Service for any reason otherthan for Cause, Disability, Retirement or Death, the Plan Administrator shallcause to be paid to the Participant a Separation from Service Benefit based onthe Participant’s vested Account Balance. Such benefit shall be payable in a lump sum within 90 days following thedate of the Participant’s Separation from Service.

 

(b)           Inthe event the Participant’s Separation from Service is as a result of thetermination of his or employment by an Employer for Cause, no benefits of anykind will be due or payable under the terms of this Plan from amounts creditedto the Participant’s Corporate Contribution Account , and all rights of theParticipant, his or her designated Beneficiary, executors, or administrators,or any other person, to receive payments thereof shall be forfeited.

 

(c)           If a Participant is aSpecified Employee on the date of Participant’s Separation from Service, thepayment of such Participant’s vested Account Balance shall be delayed to theextent necessary to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) ofthe Code, and such payments shall be paid or distributed to the Participant onthe earlier of (a) the expiration of the six-month period measured fromthe date of the Participant’s Separation from Service or (b) the date ofEmployee’s death.  Upon the expiration ofthe applicable six (6) month period under Section 409A(a)(2)(B)(i) ofthe Code, all payments deferred pursuant to this Section 5.4(c) shallbe paid in a lump sum payment to the Participant.

 

5.5           **Distribution Upon Unforeseeable Emergency:**

 

(a)           **Unforeseeable Emergency**.  In the event that the PlanAdministrator, following a written request by a Participant, determines, in itssole discretion, that the Participant has suffered an Unforeseeable Emergency,the Plan Administrator shall cause to be paid to the Participant, within 30days following such determination, an amount necessary to meet theUnforeseeable Emergency, but not exceeding the vested balance of suchParticipant’s Accounts as of the date of such payment.  For purposes of this Section 5.5(a), an “**Unforeseeable Emergency**” shall meana severe financial hardship to the Participant resulting from (a) anillness or accident of the Participant, the Participant’s spouse, theParticipant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) aloss of the Participant’s property due to casualty, or (c) such othersimilar extraordinary and unforeseeable circumstances arising as a result ofevents beyond the control of the Participant, all as determined by the PlanAdministrator based on the relevant facts and circumstances.  Thepayout, if any, from the Plan shall not exceed the lesser of (i) theParticipant’s vested Account Balance, calculated as of the close of business onor around the Distribution Date for such payout, as determined by the PlanAdministrator in accordance with provisions set forth below, or (ii) theamount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay Federal, state, or local income taxesor penalties reasonably anticipated as a result of the distribution.  A Participant shall not be eligible toreceive a payout 

 

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from the Plan to theextent that the Unforeseeable Emergency is or may be relieved (A) throughreimbursement or compensation by insurance or otherwise, (B) byliquidation of the Participant’s assets, to the extent the liquidation of suchassets would not itself cause severe financial hardship or (C) bycessation of deferrals under this Plan.

 

(b)           **Rules Adopted by Plan Administrator**.  The Plan Administrator shall have theauthority to adopt additional rules relating to hardshipdistributions.  In administering theserules, the Plan Administrator shall act in accordance with the principle that theprimary purpose of this Plan is to provide additional retirement income, notadditional funds for current consumption.

 

(c)           **Limit on Number of Distributions**.  No Participant may receive more than onedistribution on account of an Unforeseeable Emergency in any Plan Year.

 

(d)           **Prohibition of Further Deferrals**. AParticipant who receives a distribution on account of an UnforeseeableEmergency, and who is still employed by an Employer, shall be prohibited frommaking deferrals under Article 3.1 for the remainder of the Plan Year inwhich the distribution is made, to the extent required under Section 409A(a)(2)(B)(ii) ofthe Code.

 

(e)           **AccountAdjustments**.  A Participant’s withdrawal upon theoccurrence of Unforeseeable Emergency shall be charged on a pro rata basis tothe Participant’s vested interests in such Participant’s Accounts.

 

5.6             **Effect of Change in Control**.  A Participant shall become fully vested inhis or her Corporate Contribution Account if, within one year after the occurrence of a Change in Control,his employment is involuntarily terminated by all Employers for any reasonother than Cause or his death or Disability, or he voluntarily terminates hisemployment with all Employers for Good Reason. From and after the occurrence of a Change in Control,the Plan Administrator shall consist of a committee of the individuals who weremembers of the Board 90 days before the occurrence of the Change in Control,with any vacancy in such the Plan Administrator occurring thereafter beingfiled with a person or persons selected by the other members of the PlanAdministrator.

 

5.7           **Excise Tax Limitation: **Notwithstandinganything contained in this Plan to the contrary, in the event that any paymentor benefit (within the meaning of Section  280G(b)(2) of the Code) tothe Participant or for the Participant’s benefit paid or payable or distributedor distributable (including, but not limited to, the acceleration of the timefor the vesting or payment of such benefit or payment) pursuant to the terms ofthis Plan or otherwise in connection with, or arising out of, the Participant’semployment with the Plan Sponsor or any of its Affiliates or a change ofcontrol within the meaning of Section 280G of the Code (a “**Payment**” or “**Payments**”),would be subject to the excise tax imposed by Section  4999 of the Code(the “**Excise Tax**”), then the Paymentsshall be reduced (but not below zero) but only to the extent necessary that noportion thereof shall be subject to the excise tax imposed by Section  4999of the Code (the “**Section  4999 Limit**”).  Unless the Participant shall have given priorwritten notice specifying a different order to the Plan Sponsor to effectuatethe limitations described in the preceding sentence, the Plan Sponsor shallreduce or eliminate the Payments by first reducing or eliminating thosePayments or benefits 

 

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which are not payable in cash and then by reducing or eliminating cashPayments, in each case in reverse order beginning with payments or benefitswhich are to be paid the farthest in time. Any notice given by the Participant pursuant to the preceding sentenceshall take precedence over the provisions of any other plan, arrangement oragreement governing the Participant’s rights and entitlements to any benefitsor compensation.

 

5.8           **Benefits Not Transferable**.  No Participant or Beneficiary under this Planshall have any power or right to transfer, assign, anticipate, hypothecate orotherwise encumber any part of all the amounts payable hereunder.  No part of the amounts payable shall, priorto actual payment, be subject to seizure or sequestration for the payment ofany debts, judgments, alimony or separate maintenance owed by a Participant orany other person, nor be transferable by operation of law in the event of aParticipant’s or any other person’s bankruptcy or insolvency, or dissolution ofmarriage. Any such attempted assignment shall be void.  The benefits which a Participant may accrueunder this Plan are not subject to the terms of any Qualified DomesticRelations Order (as that term is defined in Section 414(p) of theCode) with respect to any Participant, and the Plan Administrator, the Board,the Plan Sponsor and any Employer shall not be required to comply with theterms of such order in connection with this Plan.  Notwithstanding the foregoing, thewithholding of taxes from Plan payments, the recovery of Plan overpayments ofbenefits made to a Participant or Beneficiary, the transfer of Plan benefitrights from the Plan to another plan, or the direct deposit of Plan payments toan account in a financial institution (if not actually a part of an arrangementconstituting an assignment or alienation) shall not be construed as anassignment or alienation under this Section 5.8 and shall be permittedunder the Plan.

 

5.9           **No Trust Created**.  Nothing contained in this Plan, and no actiontaken pursuant to its provisions by any person shall create, or be construed tocreate, a trust of any kind, or a fiduciary relationship between the Plan Sponsoror any Employer and any other person.

 

**ARTICLE SIX**

 

**DISTRIBUTION OF BENEFITS**

 

6.1           **Benefits Payable Only From General CorporateAssets: Unsecured General Creditor Status of Participant:**

 

(a)           Paymentto the Participant or any Beneficiary hereunder shall be made from assets whichshall continue, for all purposes, to be part of the general, unrestrictedassets of the Employers; no person shall have any interest in any such asset byvirtue of any provision of this Plan.  AnEmployer’s obligation hereunder shall be an unfunded and unsecured promise topay money in the future.  To the extentthat any person acquires a right to receive payments from an Employer under theprovisions hereof, such right shall be no greater than the right of anyunsecured general creditor of the Employer; no such person shall have oracquire any legal or equitable right, interest or claim in or to any propertyor assets of the Employer.

 

(b)           Inthe event that, in its discretion, an Employer purchases an insurance policy orpolicies insuring the life of a Participant or Employee, to allow the Employerto recover or meet the cost of providing benefits in whole or in part,hereunder, no Participant or Beneficiary shall have any rights whatsoevertherein or in said policy or the proceeds therefrom.  The Employer shall be the sole owner andbeneficiary of any such insurance policy or property and shall possess and mayexercise all incidents of ownership therein.

 

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(c)           Inthe event that an Employer purchases an insurance policy or policies on thelife of a Participant or an  Employee asprovided for above, then all of such policies shall be subject to the claims ofthe creditors of the Employer.

 

(d)           Ifan Employer chooses to obtain insurance on the life of a Participant inconnection with its obligations under this Plan, the Participant hereby agreesto take such physical examinations and to truthfully and completely supply suchinformation as may be required by the Employer or the insurance company(ies)designated by the Employer. If a Participant submits information to any suchinsurance company(ies) and if the Participant makes a materialmisrepresentation in an application for any insurance that may be used toinsure any of the Employer’s obligations under this Plan, and if as a result ofthat material misrepresentation an insurance company is not required to pay allor any part of the benefit provided under that insurance, the Participant’sright to a benefit under this Plan will be reduced by the amount of the benefitthat is not paid by the insurance company because of such materialmisrepresentation if applicable.

 

6.2           **Facility of Payment**.  If a distribution is to be made to a minor,or to a person who is otherwise incompetent, then the Plan Administrator may,in its discretion, make such distribution (i) to the legal guardian, or ifnone, to a parent of a minor payee with whom the payee maintains his or herresidence, or (ii) to the conservator or committee or, if none, to theperson having custody of an incompetent payee. Any such distribution shallfully discharge the Employer, the Plan Sponsor and Plan from further liabilityon account thereof.

 

**ARTICLE SEVEN**

 

**BENEFICIARIES**

 

7.1           **Beneficiary Designation**.  A Participant shall have the right, at anytime, to submit a Beneficiary Designation Form designating of primary andsecondary Beneficiaries to whom payment under this Plan shall be made in theevent of his or her death prior to complete distribution of the benefitspayable.  Each Beneficiary Designation Form shallbecome effective only when receipt thereof is acknowledged in writing by thePlan Administrator. The Plan Administrator shall have the right, in its solediscretion, to reject any Beneficiary Designation Form.  Any attempt to designate a Beneficiary,otherwise than as provided in this Article shall be ineffective.

 

7.2           **Spouse’s Interest**. AParticipant’s Beneficiary designation shall be deemed automatically revoked ifthe Participant names a spouse as Beneficiary and the marriage is laterdissolved or the spouse dies. Without limiting the generality of the foregoing,the interest in the benefits hereunder of a spouse of a Participant who haspredeceased the Participant or whose marriage with the Participant has beendissolved shall automatically pass to the Participant and shall not betransferable by such spouse in any manner, including but not limited to suchspouse’s will, nor shall such interest pass under the laws of intestatesuccession.

 

7.3           **Doubt as to Beneficiary**.** **If the Plan Administrator has any doubt as tothe proper Beneficiary to receive payments pursuant to this Plan, the PlanAdministrator shall have the right, exercisable in its discretion, to cause theParticipant’s Employer to withhold such payments until this matter is resolvedto the Plan Administrator’s satisfaction.

 

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7.4           **Discharge of Obligations**.  Thepayment of benefits under this Plan to a Beneficiary shall fully and completelydischarge all Employers and the Plan Administrator from all further obligationsunder this Plan with respect to the Participant, and that Participant’sElection of Deferral shall terminate upon such full payment of benefits.

 

**ARTICLE EIGHT**

 

**PLAN ADMINISTRATION**

 

8.1           **Responsibility of Administration of the Plan:**

 

(a)           ThePlan Administrator shall be responsible for the management, operation andadministration of the Plan.  The PlanAdministrator may employ others to render advice with regard to itsresponsibilities under this Plan.  It mayalso delegate all or a portion of its responsibilities as Plan Administrator toothers and may exercise any other powers necessary for the discharge of itsduties.  The Plan Administrator shall beentitled to rely conclusively upon all tables, valuations, certifications,opinions and reports furnished by any actuary, accountant, controller, counselor other person employed or engaged by the Plan Administrator with respect tothe Plan.

 

(b) The primary responsibility of the PlanAdministrator is to administer the Plan for the benefit of the Participants andtheir Beneficiaries, subject to the specific terms of the Plan.  The Plan Administrator shall administer thePlan in accordance with its terms and shall have the power to determine allquestions arising in connection with the administration, interpretation, andapplication of the Plan.  Any suchdetermination shall be conclusive and binding upon all persons and their heirs,executors, beneficiaries, successors and assigns.  The Plan Administrator shall have all powersnecessary or appropriate to accomplish its duties under the Plan.  The Plan Administrator shall also have thediscretion and authority to make, amend, interpret, and enforce all appropriaterules and regulations for the administration of this Plan and decide orresolve any and all questions, including but not limited to, interpretations ofthis Plan and entitlement to or amount of benefits under this Plan, as mayarise in connection with the Plan.

 

8.2           **Claims Procedure**.

 

(a)           **Claim**.  A person who believes that he or she is beingdenied a benefit to which he or she is entitled under the Plan (hereinafterreferred to as a “Claimant”) may file a written request for such benefit withthe Plan Administrator, setting forth his or her claim.  The request must be addressed to the PlanAdministrator at the Plan Sponsor’s then principal place of business.  The claims procedure of this Section 8.2shall be applied in accordance with Section 503 of ERISA and Department ofLabor Regulation Section 2560.503-1.

 

(b)           **Claim Decision**.Upon receipt of a claim, the Plan Administrator shall advise the Claimant thata reply will be forthcoming within 90 days after the receipt of the benefitsclaim by the Plan Administrator and that the Plan Administrator shall, in fact,deliver such reply within such period. The Plan Administrator may, however, extend the reply period for anadditional 90 days, unless the Plan Administrator determines that specialcircumstances require an extension of time for making a determination withrespect to the benefits claim.  If thePlan Administrator determines that an extension of time for making adetermination with respect to the benefits claim is required, the PlanAdministrator shall provide the Claimant with written 

 

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notice of such extension prior to the end of the initial 90 dayperiod.  The extension notice shallindicate the special circumstances requiring the extension of time and the dateby which the Plan Administrator expects to render the benefitdetermination..  If the claim is deniedin whole or in part, the Plan Administrator shall adopt a written opinion,using language calculated to be understood by the Claimant, setting forth:

 

(i)            Thespecific reasons for such denial;

 

(ii)           Specificreference to pertinent provisions of this Plan on which such denial is based;

 

(iii)          A description of any additional material orinformation necessary for the Claimant to perfect his or her claim and anexplanation why such material or such information is necessary; and

 

(iv)          Adescription of the Plan’s appeal procedures and the time limits applicable tosuch procedures, including a statement of the Claimant’s right to bring a civilaction under Section 502(a) of ERISA following a denial of the appealof the denial of the benefits claim.

 

(c)           **Request for Review**.  Within 60 days after receipt by the Claimantof the written opinion described above, the Claimant may request in writingthat the Review Committee (as defined below)review the Plan Administrator’sdetermination.  Such request must beaddressed to the Plan Administrator at the Plan Sponsor’s then principal placeof business.  The Claimant shall beafforded the opportunity to submit written comments, documents, records, andother information relating to the benefits claim, and the Claimant shall beprovided, upon request and free of charge, reasonable access to all documents,records and other information relevant to the Claimant’s benefits claim.  A document, record or other information shallbe considered “relevant” to the benefits claim as provided in Department ofLabor Regulation Section 2560-503-1(m)(8). The review on appeal by the Board of Directors of the Plan Sponsor shalltake into account all comments, documents, records and other informationsubmitted by the Claimant, without regard to whether such information wassubmitted or considered in the Plan Administrator’s initial determination withrespect to the benefits claim.  If theClaimant does not request a review of the determination within such 60-dayperiod, he or she shall be barred and estopped from challenging thedetermination.

 

(d)           **Review of Decision**.  The Review Committee shall advise theClaimant in writing of the Review Committee’s determination of the appearwithin 60 days of the Review Committee’s receipt of Claimant’s written requestfor review, unless special circumstances (such as a hearing) would make therendering of a determination within the 60 day period infeasible, but in noevent shall the Review Committee render a determination regarding the denial ofa claim for benefits later than 120 days after its receipt of a request forreview.  If an extension of time forreview is required because of special circumstances, written notice of theextension shall be furnished to the Claimant prior to the date the extensionperiod commences.  If the Claimant’sappeal of the denial of the Claimant’s benefits claim is denied in whole or inpart, the Review Committee shall adopt a written opinion, using languagecalculated to be understood by the Claimant, setting forth:

 

(i)            The specific reasons for such denial of theappeal;

 

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